UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT
COMPANY
Investment Company Act file number 811-5888
SMALLCAP WORLD FUND, INC.
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(Exact name of registrant as specified in charter)
333 South Hope Street
Los Angeles, California 90071
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(Address of principal executive offices) (Zip code)
Chad L. Norton
Capital Research and Management Company
333 South Hope Street
Los Angeles, California 90071
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(Name and address of agent for service)
Registrant's telephone number, including area code: (213) 486-9200
Date of fiscal year end: September 30
Date of reporting period: July 1, 2003 - June 30, 2004
ITEM 1.PROXY VOTING RECORD
The information contained herein discloses the following information for each
matter relating to a portfolio security considered at any shareholder meeting
held during the period covered by the report and with respect to which the
registrant was entitled to vote:
(a) The name of the issuer of the portfolio security;
(b) The exchange ticker symbol of the portfolio security;
(c) The Council on Uniform Securities Identification Procedures ("CUSIP") number
for the portfolio security;
(d) The shareholder meeting date;
(e) A brief identification of the matter voted on;
(f) Whether the matter was proposed by the issuer or by a security holder;
(g) Whether the registrant cast its vote on the matter;
(h) How the registrant cast its vote (e.g., for or against proposal, or abstain;
for or withhold regarding election of directors); and
(i) Whether the registrant cast its vote for or against management.
SCWF 0000858744
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AMR CORPORATION Agenda: 932151260
CUSIP: 001765106 Meeting Type: Annual
Ticker: AMR Meeting Date: 5/19/2004 ISIN:
For/Against
Proposal Type Vote Management
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01 GERARD J. ARPEY Mgmt For For
JOHN W. BACHMANN Mgmt For For
DAVID L. BOREN Mgmt For For
EDWARD A. BRENNAN Mgmt For For
ARMANDO M. CODINA Mgmt For For
EARL G. GRAVES Mgmt For For
ANN M. KOROLOGOS Mgmt For For
MICHAEL A. MILES Mgmt For For
PHILIP J. PURCELL Mgmt For For
JOE M. RODGERS Mgmt For For
JUDITH RODIN, PH.D. Mgmt For For
ROGER T. STAUBACH Mgmt For For
02 RATIFICATION OF THE SELECTION OF Mgmt For For
ERNST & YOUNG LLP AS INDEPENDENT
AUDITORS FOR THE YEAR 2004.
03 STOCKHOLDER PROPOSAL RELATING TO Shr Against For
POLITICAL CONTRIBUTIONS.
04 STOCKHOLDER PROPOSAL RELATING TO Shr Against For
CHANGE-IN-CONTROL AGREEMENTS.
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ADVANCED ENERGY INDUSTRIES, INC. Agenda: 932131775
CUSIP: 007973100 Meeting Type: Annual
Ticker: AEIS Meeting Date: 5/5/2004 ISIN:
For/Against
Proposal Type Vote Management
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01 DOUGLAS S. SCHATZ Mgmt For For
RICHARD P. BECK Mgmt For For
ROBERT L. BRATTER Mgmt For For
ARTHUR A. NOETH Mgmt For For
ELWOOD SPEDDEN Mgmt For For
GERALD M. STAREK Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF Mgmt For For
KPMG LLP AS INDEPENDENT AUDITORS FOR
2004.
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ALLOY, INC. Agenda: 932018852
CUSIP: 019855105 Meeting Type: Annual
Ticker: ALOY Meeting Date: 7/24/2003 ISIN:
For/Against
Proposal Type Vote Management
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01 PETER M. GRAHAM Mgmt For For
DAVID YARNELL Mgmt For For
02 PROPOSAL TO APPROVE AN AMENDMENT TO Mgmt Against Against
OUR AMENDED AND RESTATED 1997
EMPLOYEE, DIRECTOR AND CONSULTANT
STOCK OPTION AND STOCK INCENTIVE
PLAN, AS AMENDED (THE 1997 PLAN)
INCREASING FROM 8,000,000 SHARES TO
10,000,000 SHARES THE AGGREGATE
NUMBER OF SHARES THAT MAY BE ISSUED
FROM TIME TO TIME PURSUANT TO THE
03 PROPOSAL TO RATIFY AND CONFIRM THE Mgmt For For
SELECTION OF KPMG LLP AS OUR
INDEPENDENT AUDITORS FOR THE FISCAL
YEAR ENDING JANUARY 31, 2004.
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AMCOL INTERNATIONAL CORPORATION Agenda: 932123615
CUSIP: 02341W103 Meeting Type: Annual
Ticker: ACO Meeting Date: 5/13/2004 ISIN:
For/Against
Proposal Type Vote Management
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01 ARTHUR BROWN Mgmt For For
JAY D. PROOPS Mgmt For For
PAUL C. WEAVER Mgmt For For
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AMERICAN CAPITAL STRATEGIES, LTD. Agenda: 932121142
CUSIP: 024937104 Meeting Type: Annual
Ticker: ACAS Meeting Date: 4/29/2004 ISIN:
For/Against
Proposal Type Vote Management
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01 MARY C. BASKIN Mgmt For For
ALVIN N. PURYEAR Mgmt For For
02 APPROVAL OF THE COMPANY S 2004 Mgmt Against Against
EMPLOYEE STOCK OPTION PLAN.
03 APPROVAL TO INCREASE THE AUTHORIZED Mgmt Against Against
SHARES OF COMMON STOCK.
04 APPROVAL OF THE PROPOSAL TO ISSUE Mgmt For For
WARRANTS TO PURCHASE COMMON STOCK.
05 RATIFICATION OF APPOINTMENT OF ERNST Mgmt For For
& YOUNG LLP AS AUDITORS.
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AMERICAN HEALTHWAYS, INC. Agenda: 932080524
CUSIP: 02649V104 Meeting Type: Annual
Ticker: AMHC Meeting Date: 1/21/2004 ISIN:
For/Against
Proposal Type Vote Management
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01 MR. FRANK A. EHMANN Mgmt For For
MR. W.C. O'NEIL, JR. Mgmt For For
MR. BEN R. LEEDLE, JR. Mgmt For For
02 AMENDMENTS TO THE 1996 STOCK Mgmt For For
INCENTIVE PLAN.
03 AMENDMENT TO CERTIFICATE OF Mgmt For For
INCORPORATION.
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AMYLIN PHARMACEUTICALS, INC. Agenda: 932128463
CUSIP: 032346108 Meeting Type: Annual
Ticker: AMLN Meeting Date: 5/5/2004 ISIN:
For/Against
Proposal Type Vote Management
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01 VAUGHN D. BRYSON Mgmt For For
JOSEPH C. COOK, JR. Mgmt For For
GINGER L. GRAHAM Mgmt For For
HOWARD E. GREENE, JR. Mgmt For For
TERRANCE H. GREGG Mgmt For For
JAY S. SKYLER Mgmt For For
JOSEPH P. SULLIVAN Mgmt For For
THOMAS R. TESTMAN Mgmt For For
JAMES N. WILSON Mgmt For For
02 TO APPROVE AN INCREASE IN THE Mgmt For For
AGGREGATE NUMBER OF SHARES OF COMMON
STOCK AUTHORIZED FOR ISSUANCE UNDER
THE COMPANY S 2001 EMPLOYEE STOCK
PURCHASE PLAN BY 750,000 SHARES.
03 TO RATIFY THE SELECTION OF ERNST & Mgmt For For
YOUNG LLP AS INDEPENDENT AUDITORS OF
THE COMPANY FOR ITS FISCAL YEAR
ENDING DECEMBER 31, 2004.
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APPLEBEE'S INTERNATIONAL, INC. Agenda: 932134579
CUSIP: 037899101 Meeting Type: Annual
Ticker: APPB Meeting Date: 5/13/2004 ISIN:
For/Against
Proposal Type Vote Management
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I JACK P. HELMS* Mgmt For For
LLOYD L. HILL* Mgmt For For
I BURTON M. SACK* Mgmt For For
MICHAEL A. VOLKEMA* Mgmt For For
STEVEN K. LUMPKIN** Mgmt For For
II TO APPROVE THE APPLEBEE S Mgmt Against Against
INTERNATIONAL, INC. AMENDED AND
RESTATED 1995 EQUITY INCENTIVE PLAN.
III TO APPROVE THE EXECUTIVE NONQUALIFIED Mgmt Against Against
STOCK PURCHASE PLAN.
IV TO RATIFY THE SELECTION OF DELOITTE & Mgmt For For
TOUCHE LLP AS INDEPENDENT AUDITORS
FOR THE COMPANY FOR THE 2004 FISCAL
V TO ACT ON A SHAREHOLDER PROPOSAL TO Shr Against For
REQUIRE US TO ISSUE A REPORT RELATING
TO GENETICALLY ENGINEERED FOOD.
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APPLIED MICRO CIRCUITS CORPORATION Agenda: 932026885
CUSIP: 03822W109 Meeting Type: Annual
Ticker: AMCC Meeting Date: 8/27/2003 ISIN:
For/Against
Proposal Type Vote Management
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01 DAVID M. RICKEY Mgmt For For
ROGER A. SMULLEN, SR. Mgmt For For
CESAR CESARATTO Mgmt For For
FRANKLIN P. JOHNSON, JR Mgmt For For
KEVIN N. KALKHOVEN Mgmt For For
L. WAYNE PRICE Mgmt For For
DOUGLAS C. SPRENG Mgmt For For
ARTHUR B. STABENOW Mgmt For For
HARVEY P. WHITE Mgmt For For
02 TO RATIFY THE SELECTION OF ERNST & Mgmt For For
YOUNG LLP AS INDEPENDENT AUDITORS OF
THE COMPANY FOR THE FISCAL YEAR
ENDING MARCH 31, 2004.
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ARBITRON INC. Agenda: 932127118
CUSIP: 03875Q108 Meeting Type: Annual
Ticker: ARB Meeting Date: 5/17/2004 ISIN:
For/Against
Proposal Type Vote Management
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01 ALAN ALDWORTH Mgmt For For
ERICA FARBER Mgmt For For
KENNETH F. GORMAN Mgmt For For
PHILIP GUARASCIO Mgmt For For
LARRY E. KITTELBERGER Mgmt For For
STEPHEN B. MORRIS Mgmt For For
01 LUIS G. NOGALES Mgmt For For
LAWRENCE PERLMAN Mgmt For For
RICHARD A. POST Mgmt For For
02 AMENDMENT AND RESTATEMENT OF THE Mgmt For For
ARBITRON INC. 1999 STOCK INCENTIVE
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ASK JEEVES, INC. Agenda: 932124287
CUSIP: 045174109 Meeting Type: Annual
Ticker: ASKJ Meeting Date: 5/19/2004 ISIN:
For/Against
Proposal Type Vote Management
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01 A. GEORGE (SKIP) BATTLE Mgmt For For
STEVEN BERKOWITZ Mgmt For For
GARRETT GRUENER Mgmt For For
02 TO RATIFY THE SELECTION OF ERNST & Mgmt For For
YOUNG LLP AS INDEPENDENT AUDITORS OF
ASK JEEVES FOR ITS FISCAL YEAR ENDING
DECEMBER 31, 2004.
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ASPECT MEDICAL SYSTEMS, INC. Agenda: 932156335
CUSIP: 045235108 Meeting Type: Annual
Ticker: ASPM Meeting Date: 5/25/2004 ISIN:
For/Against
Proposal Type Vote Management
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01 RICHARD J. MEELIA Mgmt For For
DONALD R. STANSKI Mgmt For For
02 TO APPROVE AN AMENDMENT TO INCREASE Mgmt Against Against
THE NUMBER OF SHARES OF THE COMPANY S
COMMON STOCK AUTHORIZED FOR ISSUANCE
UNDER THE COMPANY S 2001 STOCK
INCENTIVE PLAN FROM 2,000,000 SHARES
TO 4,000,000 SHARES.
03 TO APPROVE THE ISSUANCE AND SALE OF Mgmt For For
SHARES OF THE COMPANY S COMMON STOCK
TO BOSTON SCIENTIFIC CORPORATION
PURSUANT TO THE MARKETPLACE RULES OF
THE NASDAQ STOCK MARKET.
04 TO RATIFY THE SELECTION BY THE AUDIT Mgmt For For
COMMITTEE OF THE BOARD OF DIRECTORS
OF ERNST & YOUNG LLP AS THE COMPANY S
INDEPENDENT AUDITORS FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2004.
05 TO TRANSACT SUCH OTHER BUSINESS AS Mgmt For For
MAY PROPERLY COME BEFORE THE MEETING
OR ANY ADJOURNMENT THEREOF.
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ASTRAL MEDIA INC. Agenda: 932066461
CUSIP: 046346201 Meeting Type: Special
Ticker: AAIAF Meeting Date: 12/9/2003 ISIN:
For/Against
Proposal Type Vote Management
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A THE APPROVAL OF THE AMENDMENTS MADE Mgmt For For
BY THE BOARD OF DIRECTORS TO THE KEY
EMPLOYEE STOCK OPTION PLAN OF THE
CORPORATION AS SUMMARIZED IN THE
ACCOMPANYING MANAGEMENT PROXY
CIRCULAR; THE APPROVAL OF THE
AMENDMENTS MADE BY THE BOARD OF
DIRECTORS
B THE APPROVAL OF THE RESTRICTED SHARE Mgmt For For
UNIT PLAN OF THE CORPORATION AS
SUMMARIZED IN THE ACCOMPANYING
MANAGEMENT PROXY CIRCULAR.
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ASTRAL MEDIA INC. Agenda: 932066461
CUSIP: 046346409 Meeting Type: Special
Ticker: Meeting Date: 12/9/2003 ISIN:
For/Against
Proposal Type Vote Management
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A THE APPROVAL OF THE AMENDMENTS MADE Mgmt For For
BY THE BOARD OF DIRECTORS TO THE KEY
EMPLOYEE STOCK OPTION PLAN OF THE
CORPORATION AS SUMMARIZED IN THE
ACCOMPANYING MANAGEMENT PROXY
CIRCULAR; THE APPROVAL OF THE
AMENDMENTS MADE BY THE BOARD OF
DIRECTORS
B THE APPROVAL OF THE RESTRICTED SHARE Mgmt For For
UNIT PLAN OF THE CORPORATION AS
SUMMARIZED IN THE ACCOMPANYING
MANAGEMENT PROXY CIRCULAR.
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ATHEROS COMMUNICATIONS, INC. Agenda: 932131422
CUSIP: 04743P108 Meeting Type: Annual
Ticker: ATHR Meeting Date: 5/18/2004 ISIN:
For/Against
Proposal Type Vote Management
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01 CRAIG H. BARRATT Mgmt For For
MARSHALL L. MOHR Mgmt For For
ANDREW S. RAPPAPORT Mgmt For For
02 TO RATIFY THE APPOINTMENT OF DELOITTE Mgmt For For
& TOUCHE LLP AS THE COMPANY S
INDEPENDENT AUDITORS FOR FISCAL 2004.
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AUTOBYTEL INC. Agenda: 932172303
CUSIP: 05275N106 Meeting Type: Annual
Ticker: ABTL Meeting Date: 6/24/2004 ISIN:
For/Against
Proposal Type Vote Management
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01 JEFFREY H. COATS Mgmt For For
MICHAEL J. FUCHS Mgmt For For
ROBERT S. GRIMES Mgmt For For
02 APPROVAL OF AUTOBYTEL INC. 2004 Mgmt For For
RESTRICTED STOCK AND OPTION PLAN.
03 RATIFICATION AND APPROVAL OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS
INDEPENDENT PUBLIC ACCOUNTANTS FOR
FISCAL 2004.
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AXCELIS TECHNOLOGIES, INC. Agenda: 932099852
CUSIP: 054540109 Meeting Type: Annual
Ticker: ACLS Meeting Date: 4/29/2004 ISIN:
For/Against
Proposal Type Vote Management
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01 GARY L. TOOKER Mgmt For For
PATRICK H. NETTLES Mgmt For For
ALEXANDER M. CUTLER Mgmt For For
02 RATIFICATION OF APPOINTMENT OF Mgmt For For
INDEPENDENT AUDITORS.
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BJ'S WHOLESALE CLUB, INC. Agenda: 932156070
CUSIP: 05548J106 Meeting Type: Annual
Ticker: BJ Meeting Date: 5/20/2004 ISIN:
For/Against
Proposal Type Vote Management
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01 S. JAMES COPPERSMITH Mgmt For For
THOMAS J. SHIELDS Mgmt For For
HERBERT J. ZARKIN Mgmt For For
02 APPROVAL OF THE AMENDMENT OF THE 1997 Mgmt For For
STOCK INCENTIVE PLAN TO INCREASE THE
NUMBER OF SHARES AUTHORIZED FOR
ISSUANCE THEREUNDER AND TO MAKE OTHER
CHANGES AS DESCRIBED IN THE
ACCOMPANYING PROXY STATEMENT.
03 RATIFICATION OF THE AUDIT COMMITTEE S Mgmt For For
SELECTION OF PRICEWATERHOUSECOOPERS,
LLP AS THE COMPANY S INDEPENDENT
AUDITORS FOR THE FISCAL YEAR ENDING
JANUARY 29, 2005.
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BIG LOTS, INC. Agenda: 932131509
CUSIP: 089302103 Meeting Type: Annual
Ticker: BLI Meeting Date: 5/18/2004 ISIN:
For/Against
Proposal Type Vote Management
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01 ALBERT J. BELL Mgmt For For
SHELDON M. BERMAN Mgmt For For
DAVID T. KOLLAT Mgmt For For
BRENDA J. LAUDERBACK Mgmt For For
PHILIP E. MALLOTT Mgmt For For
NED MANSOUR Mgmt For For
MICHAEL J. POTTER Mgmt For For
RUSSELL SOLT Mgmt For For
DENNIS B. TISHKOFF Mgmt For For
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BLYTH, INC. Agenda: 932198369
CUSIP: 09643P108 Meeting Type: Annual
Ticker: BTH Meeting Date: 6/24/2004 ISIN:
For/Against
Proposal Type Vote Management
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01 ROBERT B. GOERGEN Mgmt For For
NEAL I. GOLDMAN Mgmt For For
HOWARD E. ROSE Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF Mgmt For For
DELOITTE & TOUCHE LLP AS INDEPENDENT
AUDITORS
03 APPROVAL OF AMENDMENT NO. 1 TO THE Mgmt For For
COMPANY S 2003 LONG-TERM INCENTIVE
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BORLAND SOFTWARE CORPORATION Agenda: 932133248
CUSIP: 099849101 Meeting Type: Annual
Ticker: BORL Meeting Date: 5/14/2004 ISIN:
For/Against
Proposal Type Vote Management
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01 WILLIAM F. MILLER Mgmt For For
LAURA S. UNGER Mgmt For For
T. MICHAEL NEVENS Mgmt For For
02 STOCKHOLDER PROPOSAL RELATING TO Shr For Against
CLASSIFICATION OF BOARD OF DIRECTORS.
03 RATIFICATION OF THE SELECTION OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS BORLAND S
INDEPENDENT ACCOUNTANTS FOR THE
2004 FISCAL YEAR.
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BRINK'S COMPANY Agenda: 932122548
CUSIP: 109696104 Meeting Type: Annual
Ticker: BCO Meeting Date: 5/7/2004 ISIN:
For/Against
Proposal Type Vote Management
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01 JAMES R. BARKER Mgmt For For
JAMES L. BROADHEAD Mgmt For For
GERALD GRINSTEIN Mgmt For For
RONALD L. TURNER Mgmt For For
02 APPROVAL OF KPMG LLP AS INDEPENDENT Mgmt For For
PUBLIC ACCOUNTANTS.
03 APPROVAL OF AMENDMENT AND RESTATEMENT Mgmt For For
OF THE BRINK S COMPANY S 1994
EMPLOYEE STOCK PURCHASE PLAN.
04 APPROVAL OF AMENDMENT OF THE BRINK S Mgmt For For
COMPANY S DIRECTORS STOCK
ACCUMULATION PLAN.
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BROCADE COMMUNICATIONS SYSTEMS, INC. Agenda: 932097202
CUSIP: 111621108 Meeting Type: Annual
Ticker: BRCD Meeting Date: 4/7/2004 ISIN:
For/Against
Proposal Type Vote Management
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01 NEAL DEMPSEY Mgmt For For
LARRY W. SONSINI Mgmt For For
02 RATIFICATION OF APPOINTMENT OF KPMG Mgmt For For
LLP AS INDEPENDENT AUDITORS OF
BROCADE COMMUNICATIONS SYSTEMS, INC.
FOR THE FISCAL YEAR ENDING OCTOBER
03 AMENDMENT AND RESTATEMENT OF THE 1999 Mgmt Against Against
DIRECTOR OPTION PLAN
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BROOKS AUTOMATION, INC. Agenda: 932110733
CUSIP: 114340102 Meeting Type: Annual
Ticker: BRKS Meeting Date: 4/27/2004 ISIN:
For/Against
Proposal Type Vote Management
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01 ROBERT J. THERRIEN Mgmt For For
ROGER D. EMERICK Mgmt For For
AMIN J. KHOURY Mgmt For For
JOSEPH R. MARTIN Mgmt For For
EDWARD C. GRADY Mgmt For For
A. CLINTON ALLEN Mgmt For For
JOHN K. MCGILLICUDDY Mgmt For For
02 TO AMEND THE COMPANY S 2000 Mgmt Against Against
COMBINATION STOCK OPTION PLAN AS
SPECIFIED IN THE PROXY STATEMENT.
03 TO AMEND THE COMPANY S 1995 EMPLOYEE Mgmt For For
STOCK PURCHASE PLAN AS SPECIFIED IN
THE PROXY STATEMENT.
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CKE RESTAURANTS, INC. Agenda: 932185627
CUSIP: 12561E105 Meeting Type: Annual
Ticker: CKR Meeting Date: 6/28/2004 ISIN:
For/Against
Proposal Type Vote Management
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01 BYRON ALLUMBAUGH* Mgmt For For
DOUGLAS K. AMMERMAN* Mgmt For For
FRANK P. WILLEY* Mgmt For For
CARL L. KARCHER** Mgmt For For
JANET E. KERR*** Mgmt For For
02 RATIFICATION OF THE APPOINTMENT BY Mgmt For For
THE AUDIT COMMITTEE OF THE BOARD OF
DIRECTORS OF KPMG LLP AS INDEPENDENT
AUDITORS FOR THE 2005 FISCAL YEAR.
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CLECO CORPORATION Agenda: 932111898
CUSIP: 12561W105 Meeting Type: Annual
Ticker: CNL Meeting Date: 4/23/2004 ISIN:
For/Against
Proposal Type Vote Management
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01 SHERIAN G. CADORIA Mgmt For For
RICHARD B. CROWELL Mgmt For For
DAVID M. EPPLER Mgmt For For
W. LARRY WESTBROOK Mgmt For For
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CNET NETWORKS, INC. Agenda: 932114971
CUSIP: 12613R104 Meeting Type: Annual
Ticker: CNET Meeting Date: 5/4/2004 ISIN:
For/Against
Proposal Type Vote Management
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01 JOHN C. 'BUD' COLLIGAN Mgmt For For
JARL MOHN Mgmt For For
02 THE APPROVAL OF THE 2004 CNET Mgmt Against Against
NETWORKS, INC. INCENTIVE STOCK AWARD
PLAN
03 RATIFICATION OF KPMG LLP TO SERVE AS Mgmt For For
THE COMPANY S INDEPENDENT AUDITORS
FOR THE FISCAL YEAR ENDING DECEMBER 31,
2004
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CABOT OIL & GAS CORPORATION Agenda: 932113575
CUSIP: 127097103 Meeting Type: Annual
Ticker: COG Meeting Date: 4/29/2004 ISIN:
For/Against
Proposal Type Vote Management
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01 ROBERT F. BAILEY Mgmt For For
JOHN G.L. CABOT Mgmt For For
02 APPROVE THE 2004 INCENTIVE PLAN. Mgmt For For
03 RATIFICATION OF THE APPOINTMENT OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP,
INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS, AS AUDITORS OF THE
COMPANY FOR IT S 2004 FISCAL YEAR.
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CADIZ INC. Agenda: 932031684
CUSIP: 127537108 Meeting Type: Special
Ticker: CLCI Meeting Date: 8/21/2003 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 APPROVAL OF AN AMENDMENT TO THE Mgmt For For
CERTIFICATE OF INCORPORATION TO
EFFECT A REVERSE STOCK SPLIT OF NOT
LESS THAN 1 FOR 10 AND NOT MORE THAN
1 FOR 50 AND TO AUTHORIZE THE BOARD
OF DIRECTORS TO DETERMINE WHICH, IF
ANY, OF THESE REVERSE STOCK SPLITS TO
EFFECT.
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CALFRAC WELL SERVICES LTD. Agenda: 932190832
CUSIP: 129584108 Meeting Type: Special
Ticker: CFWFF Meeting Date: 6/21/2004 ISIN:
For/Against
Proposal Type Vote Management
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01 ELECTION OF DIRECTORS AS SET FORTH IN Mgmt no action
THE INFORMATION CIRCULAR RELATING TO
THE MEETING DATED MAY 18, 2004 (THE
INFORMATION CIRCULAR).
02 THE APPOINTMENT OF Mgmt no action
PRICEWATERHOUSECOOPERS LLP, CHARTERED
ACCOUNTANTS, TO SERVE AS AUDITORS OF
THE CORPORATION FOR THE ENSUING
YEAR, AT SUCH REMUNERATION AS MAY BE
DETERMINED BY THE BOARD OF DIRECTORS.
03 A RESOLUTION APPROVING FUTURE PRIVATE Mgmt no action
PLACEMENTS OF UP TO 50% OF THE
ISSUED AND OUTSTANDING COMMON SHARES
OF THE CORPORATION AT ANY TIME UNTIL
THE NEXT ANNUAL MEETING OF
SHAREHOLDERS, SUBJECT TO THE POLICIES
OF THE TORONTO STOCK EXCHANGE.
04 A RESOLUTION APPROVING THE STOCK Mgmt no action
OPTION PLAN OF THE CORPORATION, AS
SET FORTH IN THE INFORMATION
05 A RESOLUTION CONFIRMING NEW BY-LAW Mgmt no action
NO.1 AND NEW BY-LAW NO.2, AS SET
FORTH IN THE INFORMATION CIRCULAR.
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CAMBREX CORPORATION Agenda: 932119111
CUSIP: 132011107 Meeting Type: Annual
Ticker: CBM Meeting Date: 4/22/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 ROSINA B. DIXON Mgmt For For
ROY W. HALEY Mgmt For For
LEON J. HENDRIX, JR. Mgmt For For
ILAN KAUFTHAL Mgmt For For
02 APPROVAL OF THE 2004 INCENTIVE PLAN Mgmt For For
03 RATIFICATION OF THE APPOINTMENT OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS
INDEPENDENT PUBLIC ACCOUNTANTS FOR
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CANADIAN OIL SANDS (TRUST) Agenda: 932099422
CUSIP: 13642L100 Meeting Type: Special
Ticker: COSWF Meeting Date: 4/26/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1 DIRECTING THE TRUSTEE TO VOTE THE Mgmt For For
COMMON SHARES OF COSL SO AS TO
APPOINT PRICEWATERHOUSECOOPERS LLP AS
THE AUDITOR OF CANADIAN OIL SANDS
LIMITED (COSL) FOR THE ENSUING YEAR
AT A REMUNERATION TO BE FIXED BY COSL
AND APPROVED BY THE DIRECTORS
2 APPOINTING PRICEWATERHOUSECOOPERS LLP Mgmt For For
AS THE AUDITOR OF THE TRUST FOR THE
ENSUING YEAR AT A REMUNERATION TO BE
FIXED BY COSL AND APPROVED BY THE
DIRECTORS THEREOF;
3 DIRECTING THE TRUSTEE TO VOTE THE Mgmt For For
COMMON SHARES OF COSL SO AS TO ELECT
AS DIRECTORS OF COSL ALL OF THE
NOMINEES OF THE TRUST, AS DESCRIBED
AND SET FORTH IN THE MANAGEMENT PROXY
CIRCULAR OF THE TRUST DATED MARCH 12,
2004, AND TO FILL ANY VACANCIES AMONG
THE DIRECTORS OF COSL THAT MAY ARISE
BETWEEN THE MEETING AND THE FIRST
MEETING OF THE UNITHOLDERS THEREAFTER
THAT CONSIDERS THE ELECTION OF
DIRECTORS, BY APPOINTING TO ANY SUCH
VACANCY A PERSON SELECTED
4 APPROVING THE SPECIAL RESOLUTION Mgmt For For
REGARDING THE APPROVAL OF AN AMENDED
UNITHOLDER RIGHTS PLAN, AS DESCRIBED
AND SET FORTH IN THE MANAGEMENT PROXY
CIRCULAR OF THE TRUST DATED MARCH
12, 2004.
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CANWEST GLOBAL COMMUNICATIONS CORP. Agenda: 932075446
CUSIP: 138906102 Meeting Type: Annual
Ticker: CWGVF Meeting Date: 1/29/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1 TO ELECT DIRECTORS FOR THE ENSUING Mgmt For For
YEAR, ALL NOMINEES SPECIFIED IN THE
ACCOMPANYING MANAGEMENT PROXY
2 TO APPOINT THE AUDITORS AND Mgmt For For
AUTHORIZING THE DIRECTORS TO FIX THE
REMUNERATION OF THE AUDITORS.
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CARBO CERAMICS INC. Agenda: 932105681
CUSIP: 140781105 Meeting Type: Annual
Ticker: CRR Meeting Date: 4/13/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 CLAUDE E. COOKE, JR. Mgmt For For
CHAD C. DEATON Mgmt For For
H.E. LENTZ, JR. Mgmt For For
WILLIAM C. MORRIS Mgmt For For
JOHN J. MURPHY Mgmt For For
C. MARK PEARSON Mgmt For For
ROBERT S. RUBIN Mgmt For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF Mgmt For For
ERNST & YOUNG LLP, CERTIFIED PUBLIC
ACCOUNTANTS, AS INDEPENDENT AUDITORS
FOR THE FISCAL YEAR ENDING DECEMBER 31,
2004.
03 PROPOSAL TO RATIFY AND APPROVE THE Mgmt For For
2004 CARBO CERAMICS INC. LONG-TERM
INCENTIVE PLAN.
- -------------------------------------------------------------------------------------------------------
CARMAX, INC. Agenda: 932173874
CUSIP: 143130102 Meeting Type: Annual
Ticker: KMX Meeting Date: 6/29/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 KEITH D. BROWNING Mgmt For For
JAMES F. CLINGMAN, JR. Mgmt For For
HUGH G. ROBINSON Mgmt For For
RICHARD L. SHARP Mgmt For For
THOMAS G. STERNBERG Mgmt For For
02 APPROVAL OF AN AMENDMENT TO THE Mgmt For For
CARMAX, INC. 2002 EMPLOYEE STOCK
PURCHASE PLAN
- -------------------------------------------------------------------------------------------------------
CATHAY GENERAL BANCORP Agenda: 932116103
CUSIP: 149150104 Meeting Type: Annual
Ticker: CATY Meeting Date: 4/19/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 KELLY L. CHAN Mgmt For For
DUNSON K. CHENG Mgmt For For
THOMAS C.T. CHIU Mgmt For For
JOSEPH C.H. POON Mgmt For For
- -------------------------------------------------------------------------------------------------------
CATHAY GENERAL BANCORP Agenda: 932033373
CUSIP: 149150104 Meeting Type: Special
Ticker: CATY Meeting Date: 9/17/2003 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 ADOPTION AND APPROVAL OF THE Mgmt For For
AGREEMENT AND PLAN OF MERGER DATED AS
OF MAY 6, 2003 BY AND AMONG GENERAL
BANK, GBC BANCORP, CATHAY BANCORP,
INC. AND CATHAY BANK, INCLUDING, THE
ISSUANCE OF THE SHARES PURSUANT TO
THE MERGER AGREEMENT AND CHANGING OF
CATHAY BANCORP S NAME TO CATHAY
GENERAL BANCORP EFFECTIVE UPON
CONSUMMATION OF THE MERGER.
02 APPROVAL OF AN AMENDMENT TO CATHAY Mgmt For For
BANCORP S CERTIFICATE OF
INCORPORATION TO INCREASE THE
AUTHORIZED NUMBER OF SHARES OF COMMON
STOCK FROM 25,000,000 TO
03 APPROVAL OF AN AMENDMENT TO CATHAY Mgmt For For
BANCORP S 1998 EQUITY INCENTIVE PLAN
TO INCREASE THE NUMBER OF SHARES OF
CATHAY BANCORP COMMON STOCK RESERVED
FOR ISSUANCE FROM 2,150,000 TO
3,500,000.
- -------------------------------------------------------------------------------------------------------
CEDAR FAIR, L.P. Agenda: 932118587
CUSIP: 150185106 Meeting Type: Special
Ticker: FUN Meeting Date: 6/8/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 TO APPROVE AMENDMENTS TO THE Mgmt For For
PARTNERSHIP AGREEMENT TO AUTHORIZE
UNITHOLDER VOTING.
02 TO GRANT THE GENERAL PARTNER Mgmt Against Against
AUTHORITY TO IMPLEMENT A UNITHOLDER
03 RICHARD S. FERREIRA* Mgmt For For
RICHARD L. KINZEL* Mgmt For For
THOMAS A. TRACY* Mgmt For For
M.D. KWIATKOWSKI** Mgmt For For
STEVEN H. TISHMAN** Mgmt For For
DARREL D. ANDERSON*** Mgmt For For
DAVID L. PARADEAU*** Mgmt For For
- -------------------------------------------------------------------------------------------------------
CENTENE CORPORATION Agenda: 932130711
CUSIP: 15135B101 Meeting Type: Annual
Ticker: CNC Meeting Date: 5/4/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 STEVE BARTLETT Mgmt no action
RICHARD P. WIEDERHOLD Mgmt no action
02 PROPOSAL TO APPROVE CHARTER AMENDMENT Mgmt no action
TO INCREASE NUMBER OF AUTHORIZED
SHARES OF CAPITAL STOCK.
- -------------------------------------------------------------------------------------------------------
CHOICEPOINT INC. Agenda: 932117864
CUSIP: 170388102 Meeting Type: Annual
Ticker: CPS Meeting Date: 4/29/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 JOHN B. MCCOY* Mgmt For For
THOMAS M. COUGHLIN** Mgmt For For
DEREK V. SMITH** Mgmt For For
02 PROPOSAL TO APPROVE THE CHOICEPOINT Mgmt For For
INC. DEFERRED COMPENSATION PLAN.
03 PROPOSAL TO RATIFY THE APPOINTMENT OF Mgmt For For
DELOITTE & TOUCHE LLP AS INDEPENDENT
PUBLIC ACCOUNTANTS FOR CHOICEPOINT
FOR THE YEAR ENDING DECEMBER 31,
- -------------------------------------------------------------------------------------------------------
CIENA CORPORATION Agenda: 932086374
CUSIP: 171779101 Meeting Type: Annual
Ticker: CIEN Meeting Date: 3/10/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 PATRICK H. NETTLES Mgmt For For
JOHN R. DILLON Mgmt For For
LAWTON W. FITT Mgmt For For
- -------------------------------------------------------------------------------------------------------
CITIZENS BANKING CORPORATION Agenda: 932115822
CUSIP: 174420109 Meeting Type: Annual
Ticker: CBCF Meeting Date: 4/22/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 RICHARD J. DOLINSKI* Mgmt For For
WILLIAM R. HARTMAN* Mgmt For For
STEPHEN J. LAZAROFF* Mgmt For For
KENDALL B. WILLIAMS* Mgmt For For
WILLIAM C. SHEDD** Mgmt For For
- -------------------------------------------------------------------------------------------------------
COLUMBIA SPORTSWEAR COMPANY Agenda: 932121077
CUSIP: 198516106 Meeting Type: Annual
Ticker: COLM Meeting Date: 5/13/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 GERTRUDE BOYLE Mgmt For For
TIMOTHY P. BOYLE Mgmt For For
SARAH A. BANY Mgmt For For
MURREY R. ALBERS Mgmt For For
STEPHEN E. BABSON Mgmt For For
EDWARD S. GEORGE Mgmt For For
WALTER T. KLENZ Mgmt For For
JOHN W. STANTON Mgmt For For
02 PROPOSAL TO AMEND THE COMPANY S 1997 Mgmt For For
STOCK INCENTIVE PLAN TO INCREASE THE
NUMBER OF SHARES RESERVED FOR
ISSUANCE UNDER THE PLAN.
03 PROPOSAL TO RE-APPROVE THE COMPANY S Mgmt For For
EXECUTIVE INCENTIVE COMPENSATION
04 PROPOSAL TO RATIFY THE SELECTION OF Mgmt For For
DELOITTE & TOUCHE LLP AS THE COMPANY S
INDEPENDENT AUDITORS FOR 2004.
- -------------------------------------------------------------------------------------------------------
CONMED CORPORATION Agenda: 932151498
CUSIP: 207410101 Meeting Type: Annual
Ticker: CNMD Meeting Date: 5/18/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 EUGENE R. CORASANTI Mgmt For For
JOSEPH J. CORASANTI Mgmt For For
BRUCE F. DANIELS Mgmt For For
JO ANN GOLDEN Mgmt For For
STEPHEN M. MANDIA Mgmt For For
WILLIAM D. MATTHEWS Mgmt For For
ROBERT E. REMMELL Mgmt For For
STUART J. SCHWARTZ Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS
INDEPENDENT ACCOUNTANTS FOR THE
COMPANY FOR 2004.
03 AMENDMENT TO 1999 LONG-TERM INCENTIVE Mgmt Against Against
PLAN TO INCREASE AUTHORIZED SHARES
BY 1.0 MILLION SHARES.
- -------------------------------------------------------------------------------------------------------
CONSOL ENERGY INC. Agenda: 932117826
CUSIP: 20854P109 Meeting Type: Annual
Ticker: CNX Meeting Date: 4/27/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 JOHN L. WHITMIRE Mgmt For For
J. BRETT HARVEY Mgmt For For
JAMES E. ALTMEYER SR. Mgmt For For
PHILIP W. BAXTER Mgmt For For
WILLIAM E. DAVIS Mgmt For For
RAJ K. GUPTA Mgmt For For
PATRICIA A. HAMMICK Mgmt For For
WILLIAM P. POWELL Mgmt For For
JOSEPH T. WILLIAMS Mgmt For For
02 RATIFICATION OF INDEPENDENT Mgmt For For
ACCOUNTANTS: PRICEWATERHOUSECOOPERS
- -------------------------------------------------------------------------------------------------------
CORRECTIONS CORPORATION OF AMERICA Agenda: 932138452
CUSIP: 22025Y407 Meeting Type: Annual
Ticker: CXW Meeting Date: 5/13/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 DONNA M. ALVARADO Mgmt For For
WILLIAM F. ANDREWS Mgmt For For
JOHN D. FERGUSON Mgmt For For
LUCIUS E. BURCH, III Mgmt For For
JOHN D. CORRENTI Mgmt For For
JOHN R. HORNE Mgmt For For
C. MICHAEL JACOBI Mgmt For For
THURGOOD MARSHALL, JR. Mgmt For For
CHARLES L. OVERBY Mgmt For For
JOHN R. PRANN, JR. Mgmt For For
JOSEPH V. RUSSELL Mgmt For For
HENRI L. WEDELL Mgmt For For
02 RATIFICATION OF THE APPOINTMENT BY Mgmt For For
OUR AUDIT COMMITTEE OF ERNST & YOUNG
LLP AS OUR INDEPENDENT AUDITOR FOR
THE FISCAL YEAR ENDING DECEMBER 31,
03 IN THEIR DISCRETION, THE PROXIES ARE Mgmt For For
AUTHORIZED TO VOTE UPON ANY OTHER
BUSINESS AS MAY PROPERLY COME BEFORE
THE MEETING OR ANY ADJOURNMENTS OR
POSTPONEMENTS THEREOF.
- -------------------------------------------------------------------------------------------------------
CORUS ENTERTAINMENT INC. Agenda: 932065724
CUSIP: 220874101 Meeting Type: Special
Ticker: CJR Meeting Date: 12/9/2003 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1 THE ADOPTION OF A RESOLUTION TO FIX Mgmt For For
THE NUMBER OF DIRECTORS TO BE ELECTED
AT THE MEETING AT 11;
2 THE ADOPTION OF A RESOLUTION IN Mgmt For For
RESPECT OF THE ELECTION AS DIRECTORS
OF THE PERSONS NAMED IN THE
MANAGEMENT INFORMATION CIRCULAR;
3 THE ADOPTION OF A RESOLUTION IN Mgmt For For
RESPECT OF THE APPOINTMENT OF ERNST &
YOUNG LLP AS AUDITORS OF THE
CORPORATION AND THE AUTHORIZATION OF
THE DIRECTORS TO FIX THE REMUNERATION
OF SUCH AUDITORS;
4 THE ADDITION OF A RESOLUTION TO Mgmt For For
EXTEND THE EXPIRY DATE OF OPTIONS
ISSUED UNDER THE STOCK OPTION PLAN TO
7.5 YEARS;
5 THE ADDITION OF A RESOLUTION TO ALTER Mgmt For For
THE MEMORANDUM OF THE CORPORATION BY
REQUIRING THE CONSENT OF A MAJORITY
OF THE OUTSTANDING CLASS A
PARTICIPATING SHARES TO THE ISSUANCE
OF ANY AUTHORIZED BUT UNISSUED CLASS
- -------------------------------------------------------------------------------------------------------
COSTAR GROUP, INC. Agenda: 932167441
CUSIP: 22160N109 Meeting Type: Annual
Ticker: CSGP Meeting Date: 6/9/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 MICHAEL R. KLEIN Mgmt For For
ANDREW C. FLORANCE Mgmt For For
DAVID BONDERMAN Mgmt For For
WARREN H. HABER Mgmt For For
JOSIAH O. LOW, III Mgmt For For
CHRISTOPHER J. NASSETTA Mgmt For For
CATHERINE B. REYNOLDS Mgmt For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF Mgmt For For
ERNST & YOUNG LLP AS THE COMPANY S
INDEPENDENT AUDITORS FOR 2004.
- -------------------------------------------------------------------------------------------------------
COTT CORPORATION Agenda: 932126306
CUSIP: 22163N106 Meeting Type: Special
Ticker: COT Meeting Date: 4/27/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 COLIN J. ADAIR Mgmt For For
W. JOHN BENNETT Mgmt For For
C. HUNTER BOLL Mgmt For For
SERGE GOUIN Mgmt For For
THOMAS M. HAGERTY Mgmt For For
STEPHEN H. HALPERIN Mgmt For For
DAVID V. HARKINS Mgmt For For
PHILIP B. LIVINGSTON Mgmt For For
01 CHRISTINE A. MAGEE Mgmt For For
JOHN K. SHEPPARD Mgmt For For
DONALD G. WATT Mgmt For For
FRANK E. WEISE III Mgmt For For
02 APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS AUDITORS
03 APPROVING THE EXECUTIVE INVESTMENT Mgmt For For
SHARE PURCHASE PLAN IN ACCORDANCE
WITH THE RESOLUTION SET OUT AT
APPENDIX A OF THE PROXY CIRCULAR.
SEE APPENDIX A TO THE PROXY
04 APPROVING THE AMENDMENT TO COTT Mgmt For For
CORPORATION S 1986 COMMON SHARE
OPTION PLAN, AS AMENDED, IN
ACCORDANCE WITH THE RESOLUTION SET
OUT AT APPENDIX B OF THE PROXY
CIRCULAR. SEE APPENDIX B TO THE
- -------------------------------------------------------------------------------------------------------
CREO INC. Agenda: 932086639
CUSIP: 225606102 Meeting Type: Special
Ticker: CREO Meeting Date: 2/18/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1 TO AMEND ITEM 5 OF THE ARTICLES OF Mgmt For For
INCORPORATION WITH RESPECT TO THE
NUMBER OF DIRECTORS OF CREO TO READ
NOT LESS THAN 3 OR MORE THAN 12
2 DOUGLAS A. BRENGEL Mgmt For For
MARK DANCE Mgmt For For
NORMAN B. FRANCIS Mgmt For For
STEVE M. GORDON Mgmt For For
JEAN-FRANCOIS HEITZ Mgmt For For
JOHN S. MCFARLANE Mgmt For For
AMOS MICHELSON Mgmt For For
KENNETH A. SPENCER Mgmt For For
MORGAN STURDY Mgmt For For
CHARLES E. YOUNG Mgmt For For
3 TO APPOINT KPMG LLP AS AUDITORS OF Mgmt For For
THE COMPANY AND TO AUTHORIZE THE
DIRECTORS TO FIX THEIR REMUNERATION
4 TO APPROVE THE ADOPTION OF THE 2004 Mgmt Against Against
EMPLOYEE STOCK PURCHASE PLAN
5 TO APPROVE THE ADOPTION OF THE 2004 Mgmt For For
EQUITY AWARD PLAN.
- -------------------------------------------------------------------------------------------------------
CREO INC. Agenda: 932088253
CUSIP: 225606102 Meeting Type: Special
Ticker: CREO Meeting Date: 2/18/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 TO AMEND ITEM 5 OF THE ARTICLES OF Mgmt For For
INCORPORATION WITH RESPECT TO THE
NUMBER OF DIRECTORS OF CREO TO READ
NOT LESS THAN 3 OR MORE THAN 12
02 DOUGLAS A. BRENGEL Mgmt For For
MARK DANCE Mgmt For For
NORMAN B. FRANCIS Mgmt For For
STEVE M. GORDON Mgmt For For
JEAN-FRANCOIS HEITZ Mgmt For For
JOHN S. MCFARLANE Mgmt For For
AMOS MICHELSON Mgmt For For
KENNETH A. SPENCER Mgmt For For
MORGAN STURDY Mgmt For For
CHARLES E. YOUNG Mgmt For For
03 TO APPOINT KPMG LLP AS AUDITORS OF Mgmt For For
THE COMPANY AND TO AUTHORIZE THE
DIRECTORS TO FIX THEIR REMUNERATION
04 TO APPROVE THE ADOPTION OF THE 2004 Mgmt Against Against
EMPLOYEE STOCK PURCHASE PLAN
05 TO APPROVE THE ADOPTION OF THE 2004 Mgmt For For
EQUITY AWARD PLAN
- -------------------------------------------------------------------------------------------------------
CUMMINS INC. Agenda: 932037181
CUSIP: 231021106 Meeting Type: Annual
Ticker: CMI Meeting Date: 9/16/2003 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 ROBERT J. DARNALL Mgmt For For
JOHN M. DEUTCH Mgmt For For
WALTER Y. ELISHA Mgmt For For
ALEXIS M. HERMAN Mgmt For For
WILLIAM I. MILLER Mgmt For For
WILLIAM D. RUCKELSHAUS Mgmt For For
THEODORE M. SOLSO Mgmt For For
FRANKLIN A. THOMAS Mgmt For For
J. LAWRENCE WILSON Mgmt For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS
AUDITORS FOR THE YEAR 2003.
03 PROPOSAL TO APPROVE THE CUMMINS INC. Mgmt Against Against
2003 STOCK INCENTIVE PLAN.
- -------------------------------------------------------------------------------------------------------
CURTISS-WRIGHT CORPORATION Agenda: 932106594
CUSIP: 231561101 Meeting Type: Annual
Ticker: CW Meeting Date: 4/23/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
2 S.M. FULLER Mgmt For For
3 PROPOSAL TO APPROVE THE APPOINTMENT Mgmt For For
OF DELOITTE & TOUCHE LLP AS
INDEPENDENT PUBLIC ACCOUNTANTS OF THE
- -------------------------------------------------------------------------------------------------------
CYMER, INC. Agenda: 932132462
CUSIP: 232572107 Meeting Type: Annual
Ticker: CYMI Meeting Date: 5/20/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 CHARLES J. ABBE Mgmt For For
ROBERT P. AKINS Mgmt For For
EDWARD H. BRAUN Mgmt For For
MICHAEL R. GAULKE Mgmt For For
WILLIAM G. OLDHAM Mgmt For For
PETER J. SIMONE Mgmt For For
YOUNG K. SOHN Mgmt For For
JON D. TOMPKINS Mgmt For For
02 TO APPROVE AN AMENDMENT TO CYMER S Mgmt For For
1996 EMPLOYEE STOCK PURCHASE PLAN TO
INCREASE THE AGGREGATE NUMBER OF
SHARES RESERVED FOR ISSUANCE UNDER
THE PLAN BY 200,000 SHARES.
03 TO RATIFY THE SELECTION OF KPMG LLP Mgmt For For
AS INDEPENDENT AUDITORS OF CYMER FOR
ITS FISCAL YEAR ENDING DECEMBER 31,
- -------------------------------------------------------------------------------------------------------
CYPRESS SEMICONDUCTOR CORPORATION Agenda: 932110062
CUSIP: 232806109 Meeting Type: Annual
Ticker: CY Meeting Date: 4/19/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 T.J. RODGERS Mgmt For For
FRED B. BIALEK Mgmt For For
01 ERIC A. BENHAMOU Mgmt For For
JOHN C. LEWIS Mgmt For For
ALAN F. SHUGART Mgmt For For
JAMES R. LONG Mgmt For For
W. STEVE ALBRECHT Mgmt For For
02 PROPOSAL TO APPROVE THE ADOPTION OF Mgmt For For
THE 1994 STOCK PLAN (AS AMENDED AND
RESTATED).
03 PROPOSAL TO RATIFY THE APPOINTMENT OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS THE
INDEPENDENT AUDITORS OF THE COMPANY
FOR FISCAL YEAR 2004.
- -------------------------------------------------------------------------------------------------------
DIAMONDWORKS LTD. Agenda: 932166172
CUSIP: 252906201 Meeting Type: Annual
Ticker: DMWZF Meeting Date: 5/26/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 TO SET THE NUMBER OF DIRECTORS AT Mgmt no action
02 DELU (DAVID) HOLENDER Mgmt no action
BRUCE HOLMES Mgmt no action
SHEIKH H.M.J AL MAKTOUM Mgmt no action
BRIAN MENELL Mgmt no action
BERNARD POZNANSKI Mgmt no action
ROBERT RAINEY Mgmt no action
ANTONIO TEIXEIRA Mgmt no action
03 TO APPOINT DELOITTE & TOUCHE AS Mgmt no action
AUDITOR OF THE COMPANY
04 TO AUTHORIZE THE DIRECTORS TO FIX THE Mgmt no action
AUDITOR S REMUNERATION
05 TO CHANGE THE COMPANY S NAME TO Mgmt no action
ENERGEM RESOURCES INC.
06 TO APPROVE AMENDMENTS TO THE Mgmt no action
COMPANY S EMPLOYEES AND DIRECTORS
EQUITY INCENTIVE PLAN.
- -------------------------------------------------------------------------------------------------------
DIGITAL RIVER, INC. Agenda: 932141877
CUSIP: 25388B104 Meeting Type: Annual
Ticker: DRIV Meeting Date: 5/24/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 JOEL A. RONNING Mgmt For For
PERRY W. STEINER Mgmt For For
J. PAUL THORIN Mgmt For For
02 TO APPROVE AN AMENDMENT AND Mgmt Against Against
RESTATEMENT OF THE COMPANY S 1998
STOCK OPTION PLAN THAT WOULD GIVE THE
COMPANY THE FLEXIBILITY TO GRANT
STOCK APPRECIATION RIGHTS, RESTRICTED
STOCK UNITS, STOCK PURCHASE RIGHTS
AND STOCK BONUSES, AS MORE FULLY
DESCRIBED IN THE PROXY STATEMENT.
03 TO APPROVE AN AMENDMENT AND Mgmt Against Against
RESTATEMENT OF THE COMPANY S 1999
STOCK OPTION PLAN THAT WOULD GIVE THE
COMPANY THE FLEXIBILITY TO GRANT
INCENTIVE STOCK OPTIONS, STOCK
APPRECIATION RIGHTS, RESTRICTED STOCK
UNITS, STOCK PURCHASE RIGHTS AND
STOCK BONUSES, AS MORE FULLY
DESCRIBED IN THE PROXY STATEMENT.
04 TO RATIFY THE SELECTION BY THE AUDIT Mgmt For For
COMMITTEE OF THE BOARD OF DIRECTORS
OF ERNST & YOUNG LLP AS INDEPENDENT
AUDITORS OF THE COMPANY FOR ITS
FISCAL YEAR ENDING DECEMBER 31, 2004.
- -------------------------------------------------------------------------------------------------------
DIGITAL THEATER SYSTEMS, INC. Agenda: 932151323
CUSIP: 25389G102 Meeting Type: Annual
Ticker: DTSI Meeting Date: 5/19/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 DANIEL E. SLUSSER Mgmt For For
JOSEPH A. FISCHER Mgmt For For
02 TO RATIFY AND APPROVE Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS
INDEPENDENT AUDITORS OF THE COMPANY
FOR FISCAL YEAR 2004.
- -------------------------------------------------------------------------------------------------------
DOUBLECLICK INC. Agenda: 932165497
CUSIP: 258609304 Meeting Type: Annual
Ticker: DCLK Meeting Date: 6/7/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 THOMAS S. MURPHY Mgmt For For
MARK E. NUNNELLY Mgmt For For
KEVIN J. O'CONNOR Mgmt For For
02 RATIFICATION OF SELECTION OF Mgmt For For
INDEPENDENT PUBLIC ACCOUNTANTS: THE
PROPOSAL TO RATIFY THE SELECTION OF
PRICEWATERHOUSECOOPERS LLP,
INDEPENDENT PUBLIC AUDITORS, AS
AUDITORS OF THE COMPANY AS DESCRIBED
IN THE PROXY STATEMENT.
- -------------------------------------------------------------------------------------------------------
DRUGSTORE.COM, INC. Agenda: 932166057
CUSIP: 262241102 Meeting Type: Annual
Ticker: DSCM Meeting Date: 6/10/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 PETER M. NEUPERT Mgmt For For
KAL RAMAN Mgmt For For
L. JOHN DOERR Mgmt For For
MELINDA FRENCH GATES Mgmt For For
DAN LEVITAN Mgmt For For
G. C. 'CAYCE' ROY, 3RD Mgmt For For
WILLIAM D. SAVOY Mgmt For For
GREGORY S. STANGER Mgmt For For
02 RATIFICATION OF APPOINTMENT OF ERNST Mgmt For For
& YOUNG LLP TO SERVE AS THE COMPANY S
INDEPENDENT AUDITORS FOR FISCAL YEAR
2004.
- -------------------------------------------------------------------------------------------------------
DURATEK, INC. Agenda: 932139644
CUSIP: 26658Q102 Meeting Type: Annual
Ticker: DRTK Meeting Date: 5/12/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 DANIEL A. D'ANIELLO Mgmt For For
ADMIRAL J. D. WATKINS Mgmt For For
GEORGE V. MCGOWAN Mgmt For For
DR. FRANCIS J. HARVEY Mgmt For For
MICHAEL J. BAYER Mgmt For For
ALAN J. FOHRER Mgmt For For
ROBERT E. PRINCE Mgmt For For
02 TO APPROVE AN AMENDMENT TO PARAGRAPH Mgmt For For
(B) ARTICLE III VOTING RIGHTS OF
THE CERTIFICATE OF DESIGNATIONS
ESTABLISHING THE 8% CUMULATIVE
CONVERTIBLE REDEEMABLE PREFERRED
03 TO APPROVE THE APPOINTMENT OF KPMG Mgmt For For
LLP AS THE COMPANY S INDEPENDENT
AUDITORS FOR THE YEAR ENDING DECEMBER
- -------------------------------------------------------------------------------------------------------
EARTHLINK, INC. Agenda: 932149253
CUSIP: 270321102 Meeting Type: Annual
Ticker: ELNK Meeting Date: 5/25/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 LINWOOD A. LACY, JR. Mgmt For For
TERRELL B. JONES Mgmt For For
WILLIAM H. HARRIS, JR. Mgmt For For
THOMAS E. WHEELER Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF Mgmt For For
ERNST & YOUNG LLP BY THE AUDIT
COMMITTEE OF THE BOARD OF DIRECTORS
TO SERVE AS COMPANY S INDEPENDENT
AUDITORS FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2004.
- -------------------------------------------------------------------------------------------------------
ECHELON CORPORATION Agenda: 932132880
CUSIP: 27874N105 Meeting Type: Annual
Ticker: ELON Meeting Date: 5/21/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 MICHAEL E. LEHMAN Mgmt For For
RICHARD M. MOLEY Mgmt For For
ARTHUR ROCK Mgmt For For
02 PROPOSAL TO APPROVE THE AMENDED AND Mgmt Against Against
RESTATED 1997 STOCK PLAN.
03 PROPOSAL TO APPROVE THE MANAGEMENT Mgmt For For
BONUS PLAN.
04 PROPOSAL TO RATIFY THE APPOINTMENT OF Mgmt For For
KPMG LLP AS INDEPENDENT AUDITORS FOR
THE FISCAL YEAR ENDING DECEMBER 31,
2004.
- -------------------------------------------------------------------------------------------------------
EDUCATION MANAGEMENT CORPORATION Agenda: 932059517
CUSIP: 28139T101 Meeting Type: Annual
Ticker: EDMC Meeting Date: 11/20/2003 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 ROBERT H. ATWELL Mgmt For For
WILLIAM M. CAMPBELL III Mgmt For For
FRIEDRICH TEROERDE Mgmt For For
02 THE PROPOSED AMENDMENT AND Mgmt For For
RESTATEMENT OF THE COMPANY S ARTICLES
OF INCORPORATION.
03 THE PROPOSAL TO ADOPT THE COMPANY S Mgmt For For
2003 INCENTIVE PLAN.
04 THE PROPOSAL TO RATIFY THE SELECTION Mgmt For For
OF ERNST & YOUNG LLP AS INDEPENDENT
PUBLIC AUDITORS FOR THE COMPANY.
- -------------------------------------------------------------------------------------------------------
EDUCATION LENDING GROUP, INC. Agenda: 932135064
CUSIP: 28140A109 Meeting Type: Annual
Ticker: EDLG Meeting Date: 5/17/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 ROBERT DEROSE Mgmt For For
MICHAEL H. SHAUT Mgmt For For
SAMUEL BELZBERG Mgmt For For
C. DAVID BUSHLEY Mgmt For For
RICHARD J. HUGHES Mgmt For For
LEO KORNFELD Mgmt For For
JEFFREY E. STIEFLER Mgmt For For
ROBERT V. ANTONUCCI Mgmt For For
02 APPROVAL OF THE LONG TERM INCENTIVE Mgmt Against Against
PLAN.
- -------------------------------------------------------------------------------------------------------
ELAN CORPORATION, PLC Agenda: 932049643
CUSIP: 284131208 Meeting Type: Annual
Ticker: ELN Meeting Date: 10/21/2003 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
O1 ORDINARY RESOLUTION 1 Mgmt For For
O2 ORDINARY RESOLUTION 2 Mgmt For For
O3 ORDINARY RESOLUTION 3 Mgmt For For
O4 ORDINARY RESOLUTION 4 Mgmt For For
O5 ORDINARY RESOLUTION 5 Mgmt For For
O6 ORDINARY RESOLUTION 6 Mgmt For For
O7 ORDINARY RESOLUTION 7 Mgmt For For
O8 ORDINARY RESOLUTION 8 Mgmt For For
S09 SPECIAL RESOLUTION 9 Mgmt For For
S10 SPECIAL RESOLUTION 10 Mgmt For For
- -------------------------------------------------------------------------------------------------------
ELAN CORPORATION, PLC Agenda: 932184079
CUSIP: 284131208 Meeting Type: Annual
Ticker: ELN Meeting Date: 6/17/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
O1 TO RECEIVE AND CONSIDER THE FINANCIAL Mgmt For For
STATEMENTS FOR THE YEAR ENDED
DECEMBER 31, 2003 TOGETHER WITH THE
REPORTS OF THE DIRECTORS AND AUDITORS
O2 TO RE-ELECT MR. BRENDAN BOUSHEL WHO Mgmt For For
RETIRES FROM THE BOARD BY ROTATION AS
A DIRECTOR OF THE COMPANY.
O3 TO RE-ELECT MR. JOHN GROOM WHO Mgmt For For
RETIRES FROM THE BOARD BY ROTATION AS
A DIRECTOR OF THE COMPANY.
O4 TO RE-ELECT MR. KYRAN MCLAUGHLIN WHO Mgmt For For
RETIRES FROM THE BOARD BY ROTATION AS
A DIRECTOR OF THE COMPANY.
O5 TO RE-ELECT DR. DENNIS SELKOE WHO Mgmt For For
RETIRES FROM THE BOARD BY ROTATION AS
A DIRECTOR OF THE COMPANY.
O6 TO RE-ELECT MR. DANIEL TULLY WHO Mgmt For For
RETIRES FROM THE BOARD BY ROTATION AS
A DIRECTOR OF THE COMPANY.
O7 TO AUTHORISE THE DIRECTORS TO FIX THE Mgmt For For
REMUNERATION OF THE AUDITORS.
S10 THAT THE ELAN CORPORATION, PLC Mgmt For For
EMPLOYEE EQUITY PURCHASE PLAN (THE
ESPP) BE APPROVED AND ADOPTED.
S11 THAT THE DIRECTORS BE AND ARE HEREBY Mgmt For For
GENERALLY AND UNCONDITIONALLY
AUTHORISED TO ALLOT AND ISSUE ALL
RELEVANT SECURITIES OF THE COMPANY.
S12 THAT THE AUTHORISED SHARE CAPITAL OF Mgmt For For
THE COMPANY BE INCREASED FROM
30,002,500 TO 33,502,500.
S13 THAT, SUBJECT TO THE PASSING OF Mgmt For For
RESOLUTION 12 IN THE NOTICE OF THIS
MEETING, THE ARTICLES OF ASSOCIATION
BE AMENDED.
S14 THAT, SUBJECT TO THE PASSING OF Mgmt For For
RESOLUTION 11 IN THE NOTICE OF THE
MEETING, THE DIRECTORS BE AND ARE
HEREBY EMPOWERED TO ALLOT SECURITIES
FOR CASH.
S15 THAT THE COMPANY AND/OR ANY Mgmt For For
SUBSIDIARY OF THE COMPANY BE AND IS
HEREBY GENERALLY AUTHORIZED TO MAKE
MARKET PURCHASES OF SHARES OF ANY
CLASS OF THE COMPANY.
S16 THAT THE RE-ISSUE PRICE RANGE AT Mgmt For For
WHICH ANY TREASURY SHARES FOR THE
TIME BEING HELD BY THE COMPANY MAY BE
RE-ISSUED OFF-MARKET SHALL BE THE
MAXIMUM PRICE EQUAL TO 120 PER CENT
OF THE RELEVANT PRICE; AND THE
MINIMUM PRICE EQUAL TO 95 PER CENT OF
S8 THAT THE BOARD OF DIRECTORS BE Mgmt For For
AUTHORISED TO ISSUE SHARE OPTIONS TO
NON-EXECUTIVE DIRECTORS IN ACCORDANCE
WITH THE TERMS OF THE ELAN
CORPORATION, PLC 1996 CONSULTANT
OPTION PLAN.
S9 THAT THE ELAN CORPORATION, PLC 2004 Mgmt For For
RESTRICTED STOCK PLAN (THE RSU PLAN)
BE APPROVED AND ADOPTED.
- -------------------------------------------------------------------------------------------------------
ENCORE ACQUISITION COMPANY Agenda: 932131155
CUSIP: 29255W100 Meeting Type: Annual
Ticker: EAC Meeting Date: 4/29/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 I. JON BRUMLEY Mgmt For For
JON S. BRUMLEY Mgmt For For
MARTIN BOWEN Mgmt For For
TED COLLINS, JR. Mgmt For For
TED A. GARDNER Mgmt For For
JOHN V. GENOVA Mgmt For For
HOWARD H. NEWMAN Mgmt For For
JAMES A. WINNE III Mgmt For For
02 AMENDMENT AND RESTATEMENT OF 2000 Mgmt For For
INCENTIVE STOCK PLAN - TO APPROVE THE
AMENDMENT AND RESTATEMENT OF THE
2000 INCENTIVE STOCK PLAN.
- -------------------------------------------------------------------------------------------------------
ENERFLEX SYSTEMS LTD. Agenda: 932111646
CUSIP: 29265B104 Meeting Type: Special
Ticker: EFLXF Meeting Date: 4/15/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
A THE ELECTION OF DIRECTORS AS SET Mgmt For For
FORTH IN THE ACCOMPANYING INFORMATION
CIRCULAR FOR THE ENSUING YEAR;
B THE APPOINTMENT OF DELOITTE & TOUCHE Mgmt For For
LLP, CHARTERED ACCOUNTANTS, AS
AUDITORS OF THE COMPANY FOR THE
ENSUING YEAR AND THE AUTHORIZATION OF
THE DIRECTORS TO FIX THE AUDITORS
REMUNERATION
C THE AMENDMENT TO THE STOCK OPTION Mgmt For For
- -------------------------------------------------------------------------------------------------------
ENGINEERED SUPPORT SYSTEMS, INC. Agenda: 932091034
CUSIP: 292866100 Meeting Type: Annual
Ticker: EASI Meeting Date: 3/2/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 WILLIAM H.T. BUSH Mgmt no action
GERALD E. DANIELS Mgmt no action
RONALD W. DAVIS Mgmt no action
S. LEE KLING Mgmt no action
GEN CROSBIE E. SAINT Mgmt no action
EARL W. WIMS, PH.D. Mgmt no action
02 ENGINEERED SUPPORT SYSTEMS, INC. 2004 Mgmt no action
STOCK OPTION PLAN AND THE ALLOCATION
OF 350,000 SHARES OF ENGINEERED
SUPPORT SYSTEMS, INC. COMMON STOCK TO
THE STOCK OPTION PLAN.
03 ENGINEERED SUPPORT SYSTEMS, INC. 2004 Mgmt no action
NON-EXECUTIVE STOCK OPTION PLAN AND
THE ALLOCATION OF 350,000 SHARES OF
ENGINEERED SUPPORT SYSTEMS, INC.
COMMON STOCK TO THE NON-EXECUTIVE
STOCK OPTION PLAN.
- -------------------------------------------------------------------------------------------------------
EON LABS, INC. Agenda: 932164180
CUSIP: 29412E100 Meeting Type: Annual
Ticker: ELAB Meeting Date: 5/28/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 THOMAS STRUNGMANN, PH.D Mgmt For For
02 TO APPROVE AN AMENDMENT TO THE Mgmt For For
COMPANY S RESTATED CERTIFICATE OF
INCORPORATION THAT WOULD INCREASE THE
NUMBER OF AUTHORIZED SHARES OF COMMON
STOCK FROM 70,000,000 SHARES TO
100,000,000 SHARES.
03 TO RATIFY THE REAPPOINTMENT OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS
INDEPENDENT AUDITORS.
04 TO VOTE, AS THE PROXY HOLDERS IN Mgmt For For
THEIR DISCRETION MAY DETERMINE, UPON
SUCH OTHER BUSINESS AS MAY BE
PROPERLY BROUGHT BEFORE THE MEETING
OR ANY ADJOURNMENT THEREOF.
- -------------------------------------------------------------------------------------------------------
EYETECH PHARMACEUTICALS INC. Agenda: 932127954
CUSIP: 302297106 Meeting Type: Annual
Ticker: EYET Meeting Date: 5/12/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 JOHN P. MCLAUGHLIN Mgmt For For
SRINIVAS AKKARAJU Mgmt For For
MICHAEL G. MULLEN Mgmt For For
02 TO RATIFY THE APPOINTMENT OF ERNST & Mgmt For For
YOUNG, LLP AS INDEPENDENT AUDITORS
FOR EYETECH PHARMACEUTICALS, INC. FOR
THE YEAR ENDING DECEMBER 31, 2004.
- -------------------------------------------------------------------------------------------------------
FMC TECHNOLOGIES, INC. Agenda: 932111076
CUSIP: 30249U101 Meeting Type: Annual
Ticker: FTI Meeting Date: 4/21/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 ASBJORN LARSEN Mgmt For For
JOSEPH H. NETHERLAND Mgmt For For
JAMES R. THOMPSON Mgmt For For
- -------------------------------------------------------------------------------------------------------
FAIR ISAAC CORPORATION Agenda: 932083304
CUSIP: 303250104 Meeting Type: Annual
Ticker: FIC Meeting Date: 2/2/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 A. GEORGE BATTLE Mgmt no action
TONY J. CHRISTIANSON Mgmt no action
THOMAS G. GRUDNOWSKI Mgmt no action
ALEX W. HART Mgmt no action
PHILIP G. HEASLEY Mgmt no action
GUY R. HENSHAW Mgmt no action
DAVID S.P. HOPKINS Mgmt no action
MARGARET L. TAYLOR Mgmt no action
02 AMEND THE CERTIFICATE OF Mgmt no action
INCORPORATION TO INCREASE THE NUMBER
OF AUTHORIZED SHARES OF COMMON STOCK
FROM 100,000,000 TO 200,000,000.
03 TO RATIFY THE APPOINTMENT OF KPMG LLP Mgmt no action
AS THE COMPANY S INDEPENDENT
AUDITORS FOR THE CURRENT FISCAL YEAR.
- -------------------------------------------------------------------------------------------------------
FEDERAL AGRICULTURAL MORTGAGE CORP. Agenda: 932159886
CUSIP: 313148306 Meeting Type: Annual
Ticker: AGM Meeting Date: 6/3/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 RALPH W 'BUDDY' CORTESE Mgmt no action
PAUL A. DEBRIYN Mgmt no action
KENNETH E. GRAFF Mgmt no action
JOHN G. NELSON III Mgmt no action
JOHN DAN RAINES Mgmt no action
02 PROPOSAL TO APPROVE THE APPOINTMENT Mgmt no action
OF DELOITTE & TOUCHE LLP AS
INDEPENDENT AUDITORS FOR THE
CORPORATION FOR THE FISCAL YEAR
- -------------------------------------------------------------------------------------------------------
FEDERAL SIGNAL CORPORATION Agenda: 932103295
CUSIP: 313855108 Meeting Type: Annual
Ticker: FSS Meeting Date: 4/30/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 ROBERT M. GERRITY Mgmt For For
ROBERT S. HAMADA Mgmt For For
WALDEN W. O'DELL Mgmt For For
02 RATIFY THE APPOINTMENT OF ERNST & Mgmt For For
YOUNG LLP AS FEDERAL SIGNAL
CORPORATION S INDEPENDENT PUBLIC
ACCOUNTANTS FOR 2004.
- -------------------------------------------------------------------------------------------------------
FELCOR LODGING TRUST INCORPORATED Agenda: 932127637
CUSIP: 31430F101 Meeting Type: Annual
Ticker: FCH Meeting Date: 5/18/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 MELINDA J. BUSH Mgmt For For
CHARLES A. LEDSINGER JR Mgmt For For
ROBERT H. LUTZ, JR. Mgmt For For
MICHAEL D. ROSE Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS FELCOR S
INDEPENDENT AUDITORS.
- -------------------------------------------------------------------------------------------------------
FERRO CORPORATION Agenda: 932128475
CUSIP: 315405100 Meeting Type: Annual
Ticker: FOE Meeting Date: 4/30/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 MICHAEL H. BULKIN Mgmt For For
MICHAEL F. MEE Mgmt For For
WILLIAM J. SHARP Mgmt For For
ALBERTO WEISSER Mgmt For For
- -------------------------------------------------------------------------------------------------------
FINDWHAT.COM Agenda: 932062780
CUSIP: 317794105 Meeting Type: Annual
Ticker: FWHT Meeting Date: 12/15/2003 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 C.A. PISARIS-HENDERSON Mgmt For For
KENNETH E. CHRISTENSEN Mgmt For For
LEE SIMONSON Mgmt For For
PHILLIP R. THUNE Mgmt For For
JERRY DELLA FEMINA Mgmt For For
FREDERICK E. GUEST II Mgmt For For
DANIEL B. BREWSTER, JR. Mgmt For For
02 TO APPROVE AND ADOPT THE AMENDMENT TO Mgmt Against Against
THE COMPANY S 1999 STOCK INCENTIVE
PLAN TO INCREASE THE NUMBER OF SHARES
AVAILABLE THEREUNDER FROM 4,200,000
TO 6,200,000.
- -------------------------------------------------------------------------------------------------------
FINDWHAT.COM Agenda: 932158377
CUSIP: 317794105 Meeting Type: Annual
Ticker: FWHT Meeting Date: 6/4/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 TO APPROVE THE ISSUANCE OF 7,000,000 Mgmt For For
SHARES OF FINDWHAT COMMON STOCK
PURSUANT TO FINDWHAT S MERGER WITH
ESPOTTING MEDIA INC.
02 TO APPROVE THE FINDWHAT 2004 STOCK Mgmt Against Against
INCENTIVE PLAN.
03 TO APPROVE THE EMI REPLACEMENT OPTION Mgmt For For
PLAN.
04 C.A. PISARIS-HENDERSON Mgmt For For
KENNETH E. CHRISTENSEN Mgmt For For
LEE SIMONSON Mgmt For For
04 PHILLIP R. THUNE Mgmt For For
JERRY DELLA FEMINA Mgmt For For
DAVID J. LONDONER Mgmt For For
FREDERICK E. GUEST II Mgmt For For
DANIEL B. BREWSTER, JR. Mgmt For For
05 TO APPROVE THE AMENDMENT OF FINDWHAT Mgmt Against Against
FINDWHAT S ARTICLES OF INCORPORATION
TO INCREASE THE NUMBER OF AUTHORIZED
SHARES OF FINDWHAT COMMON STOCK FROM
50,000,000 TO 200,000,000.
06 TO APPROVE THE REINCORPORATION OF Mgmt For For
FINDWHAT AS A DELAWARE CORPORATION,
THEREBY CHANGING ITS DOMICILE FROM
NEVADA TO DELAWARE.
- -------------------------------------------------------------------------------------------------------
THE FIRST AMERICAN CORPORATION Agenda: 932134682
CUSIP: 318522307 Meeting Type: Annual
Ticker: FAF Meeting Date: 5/13/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 GARY J. BEBAN Mgmt For For
J. DAVID CHATHAM Mgmt For For
WILLIAM G. DAVIS Mgmt For For
JAMES L. DOTI Mgmt For For
LEWIS W. DOUGLAS, JR. Mgmt For For
PAUL B. FAY, JR. Mgmt For For
D.P. KENNEDY Mgmt For For
PARKER S. KENNEDY Mgmt For For
FRANK E. O'BRYAN Mgmt For For
ROSLYN B. PAYNE Mgmt For For
D. VAN SKILLING Mgmt For For
HERBERT B. TASKER Mgmt For For
VIRGINIA M. UEBERROTH Mgmt For For
- -------------------------------------------------------------------------------------------------------
FIRST CALGARY PETROLEUMS LTD Agenda: 700528182
CUSIP: 319384301 Meeting Type: MIX
Ticker: Meeting Date: 6/15/2004 ISIN: CA3193843016
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
Receive and approve the consolidated Non-
financial statements of the Company Voting
for the YE 31 DEC 2003, together with
the report of the Auditors thereon
1. Approve to fix the number of Mgmt For *
Directors to be elected at the
2.1 Elect Mr. Richard G. Anderson as a Mgmt For *
Director of the Company for the
ensuing year
2.2 Elect Mr. Raymond P. Antony as a Mgmt For *
Director of the Company for the
ensuing year
2.3 Elect Mr. Alastair J. Beardssall as Mgmt For *
a Director of the Company for the
ensuing year
2.4 Elect Mr. Darryl J. Raymaker as a Mgmt For *
Director of the Company for the
ensuing year
2.5 Elect Mr. Yuri K. Shafranik as a Mgmt For *
Director of the Company for the
ensuing year
3. Appoint KPMG LLP, Chartered Mgmt For *
Accountants as the Auditors until the
next AGM of the Company and
authorize the Directors to fix their
4. Approve that: 1) the number of common Mgmt For *
shares issuable under the Stock
Option Plan of the Company be
increased by 4,000,000 common shares;
and 2) any one Officer or Director of
the Company be authorized to execute
and deliver all such agreements and
documents, whether under the
corporate seal or otherwise, and to
take all action, as such Officer or
Director shall deem necessary or
appropriate to give
5. Approve that: 1) the Company manual Mgmt For *
of the Toronto Stock Exchange is
amended to provide for Stock Option
Plans with a number of shares based
on the outstanding common shares of
the Corporation rather than a fixed
number of common shares, then the
Stock Option Plan of the Corporation
shall be amended as specified; and
2) any one Officer or Director of the
Corporation be authorized to execute
and deliver all such agreements and
documents, whether under the
corporate seal or otherwise, and to
take all action, as such Officer or
Director shall deem necessary or
appropriate to give effect to the
6. Transact any other business Non-
Voting
- -------------------------------------------------------------------------------------------------------
FIRST COMMUNITY BANCORP Agenda: 932159355
CUSIP: 31983B101 Meeting Type: Annual
Ticker: FCBP Meeting Date: 5/26/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 STEPHEN M. DUNN Mgmt For For
SUSAN E. LESTER Mgmt For For
ROBERT A. STINE Mgmt For For
JOHN M. EGGEMEYER Mgmt For For
TIMOTHY B. MATZ Mgmt For For
MATTHEW P. WAGNER Mgmt For For
BARRY C. FITZPATRICK Mgmt For For
ARNOLD W. MESSER Mgmt For For
DAVID S. WILLIAMS Mgmt For For
CHARLES H. GREEN Mgmt For For
DANIEL B. PLATT Mgmt For For
02 TO APPROVE THE AMENDMENT AND Mgmt Against Against
RESTATEMENT OF THE 2003 STOCK
INCENTIVE PLAN.
03 TO TRANSACT ANY OTHER BUSINESS AS MAY Mgmt For For
PROPERLY COME BEFORE THE MEETING AND
AT ANY POSTPONEMENTS OR ADJOURNMENTS
THEREOF.
- -------------------------------------------------------------------------------------------------------
FIRST QUANTUM MINERALS LTD. Agenda: 932144455
CUSIP: 335934105 Meeting Type: Special
Ticker: FQVLF Meeting Date: 5/11/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 PHILIP K.R. PASCALL Mgmt no action
G. CLIVE NEWALL Mgmt no action
MARTIN R. ROWLEY Mgmt no action
R. STUART ANGUS Mgmt no action
ROBERT A. WATTS Mgmt no action
RUPERT PENNANT-REA Mgmt no action
PETER ST. GEORGE Mgmt no action
02 TO APPOINT PRICEWATERHOUSECOOPERS LLP Mgmt no action
AS AUDITORS OF THE COMPANY AND
AUTHORIZE THE AUDIT COMMITTEE TO FIX
THE REMUNERATION TO BE PAID TO THE
AUDITORS.
03 TO CONFIRM AND RATIFY THE BY-LAWS OF Mgmt no action
THE COMPANY RELATING GENERALLY TO THE
TRANSACTIONS OF BUSINESS AND AFFAIRS
OF THE COMPANY.
04 TO APPROVE THE ADOPTION OF A NEW Mgmt no action
STOCK OPTION PLAN, AS DESCRIBED IN
THE COMPANY S INFORMATION CIRCULAR.
- -------------------------------------------------------------------------------------------------------
FIRST REGIONAL BANCORP Agenda: 932169750
CUSIP: 33615C101 Meeting Type: Annual
Ticker: FRGB Meeting Date: 5/18/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 FRED M. EDWARDS Mgmt For For
H. ANTHONY GARTSHORE Mgmt For For
LAWRENCE J. SHERMAN Mgmt For For
JACK A. SWEENEY Mgmt For For
02 TO TRANSACT SUCH OTHER BUSINESS AS Mgmt For For
MAY PROPERLY COME BEFORE THE MEETING
AND ANY ADJOURNMENT OR ADJOURNMENTS
THEREOF.
- -------------------------------------------------------------------------------------------------------
FRANKLIN BANK CORP. Agenda: 932127346
CUSIP: 352451108 Meeting Type: Annual
Ticker: FBTX Meeting Date: 5/5/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 L. CHIMERINE, PH.D. Mgmt For For
JAMES A. HOWARD Mgmt For For
ANTHONY J. NOCELLA Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF Mgmt For For
DELOITTE & TOUCHE LLP AS THE COMPANY S
INDEPENDENT AUDITORS FOR 2004.
- -------------------------------------------------------------------------------------------------------
FULTON FINANCIAL CORPORATION Agenda: 932105706
CUSIP: 360271100 Meeting Type: Annual
Ticker: FULT Meeting Date: 4/22/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 DONALD M. BOWMAN, JR. Mgmt For For
CLARK S. FRAME Mgmt For For
CHARLES V. HENRY, III Mgmt For For
GEORGE W. HODGES Mgmt For For
JOSEPH J. MOWAD Mgmt For For
JOHN O. SHIRK Mgmt For For
02 2004 STOCK OPTION AND COMPENSATION Mgmt For For
- -------------------------------------------------------------------------------------------------------
GABRIEL RESOURCES LTD. Agenda: 932177707
CUSIP: 361970106 Meeting Type: Special
Ticker: GBRRF Meeting Date: 6/15/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 DETERMINING THE NUMBER OF DIRECTORS Mgmt no action
OF THE CORPORATION AT SEVEN (7).
02 OYVIND HUSHOVD Mgmt no action
JAMES J. KOMADINA Mgmt no action
JAMES MCCLEMENTS Mgmt no action
PAUL J. MORGAN Mgmt no action
MICHAEL S. PARRETT Mgmt no action
A. MURRAY SINCLAIR Mgmt no action
T. MICHAEL YOUNG Mgmt no action
03 THE APPOINTMENT OF GRANT THORNTON Mgmt no action
LLP, CHARTERED ACCOUNTANTS, AS
AUDITORS OF THE CORPORATION AND TO
AUTHORIZE THE BOARD OF DIRECTORS TO
FIX THEIR REMUNERATION.
04 GRANTING GENERAL APPROVAL TO THE Mgmt no action
ISSUANCE OF SHARES BY PRIVATE
PLACEMENT WHICH EXCEED 25% OF THE
CORPORATION S ISSUED CAPITAL AS
DESCRIBED IN THE CORPORATION S
MANAGEMENT PROXY CIRCULAR DATED MAY
11, 2004 UNDER THE SECTION ENTITLED
PARTICULARS OF OTHER MATTERS TO BE
ACTED UPON.
- -------------------------------------------------------------------------------------------------------
GEMSTAR-TV GUIDE INTERNATIONAL, INC. Agenda: 932132777
CUSIP: 36866W106 Meeting Type: Annual
Ticker: GMST Meeting Date: 6/3/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 NICHOLAS DONATIELLO, JR Mgmt For For
JAMES E. MEYER Mgmt For For
LACHLAN K. MURDOCH Mgmt For For
02 RATIFICATION OF ERNST & YOUNG LLP AS Mgmt For For
THE COMPANY S INDEPENDENT AUDITORS
FOR THE FISCAL YEAR ENDING DECEMBER31,
2004.
- -------------------------------------------------------------------------------------------------------
GENTA INCORPORATED Agenda: 932170549
CUSIP: 37245M207 Meeting Type: Annual
Ticker: GNTA Meeting Date: 6/23/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 RAYMOND P WARRELL JR MD Mgmt For For
JEROME E. GROOPMAN MD Mgmt For For
BETSY MCCAUGHEY PHD Mgmt For For
PETER T. TATTLE Mgmt For For
DANIEL D. VON HOFF MD Mgmt For For
HARLAN J. WAKOFF Mgmt For For
DOUGLAS G. WATSON Mgmt For For
MICHAEL S. WEISS Mgmt For For
02 TO APPROVE AN AMENDMENT TO THE Mgmt For For
COMPANY S CERTIFICATE OF
INCORPORATION TO INCREASE THE NUMBER
OF AUTHORIZED SHARES OF COMMON STOCK
AVAILABLE FOR ISSUANCE.
03 TO APPROVE AN AMENDMENT TO THE Mgmt For For
COMPANY S 1998 STOCK INCENTIVE PLAN
TO INCREASE THE NUMBER OF SHARES OF
COMMON STOCK AUTHORIZED FOR ISSUANCE
UNDER THE PLAN.
04 TO APPROVE AN AMENDMENT TO THE Mgmt For For
COMPANY S NON-EMPLOYEE DIRECTORS 1998
STOCK OPTION PLAN WITH RESPECT TO
THE ANNUAL STOCK OPTIONS GRANTED
05 TO RATIFY THE APPOINTMENT OF DELOITTE Mgmt For For
& TOUCHE LLP AS THE COMPANY S
INDEPENDENT AUDITORS FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2004.
- -------------------------------------------------------------------------------------------------------
GEORGIA GULF CORPORATION Agenda: 932145053
CUSIP: 373200203 Meeting Type: Annual
Ticker: GGC Meeting Date: 5/18/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 JERRY R. SATRUM Mgmt For For
EDWARD A. SCHMITT Mgmt For For
YOSHI KAWASHIMA Mgmt For For
02 TO RATIFY THE APPOINTMENT OF DELOITTE Mgmt For For
& TOUCHE LLP TO SERVE AS INDEPENDENT
PUBLIC ACCOUNTANTS FOR GEORGIA GULF
FOR THE YEAR ENDING DECEMBER 31,
03 TO APPROVE AND ADOPT THE AMENDED AND Mgmt For For
RESTATED 2002 EQUITY AND PERFORMANCE
INCENTIVE PLAN.
04 TO APPROVE AND ADOPT THE SENIOR Mgmt For For
EXECUTIVE BONUS PLAN.
- -------------------------------------------------------------------------------------------------------
GILDAN ACTIVEWEAR INC. Agenda: 932079711
CUSIP: 375916103 Meeting Type: Special
Ticker: GIL Meeting Date: 2/4/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1 ELECTION AS DIRECTORS OF THE Mgmt For For
MANAGEMENT NOMINEES NAMED IN THE
MANAGEMENT PROXY CIRCULAR: 01.
ROBERT M. BAYLIS; 02. GLENN J.
CHAMANDY; 03. H. GREG CHAMANDY; 04.
WILLIAM H. HOUSTON III; 05. PIERRE
ROBITAILLE; 06. GERALD H.B. ROSS; 07.
RICHARD P. STRUBEL; 08. EDWIN B.
2 AMENDING THE ARTICLES OF THE Mgmt For For
CORPORATION IN ORDER TO (I) PROVIDE
FOR THE POSSIBILITY OF HOLDING ANNUAL
MEETINGS OF SHAREHOLDERS AT PLACES
OUTSIDE CANADA AND (II) CHANGE THE
PROVINCE OR TERRITORY IN CANADA WHERE
THE REGISTERED OFFICE IS TO BE
SITUATED FROM MONTREAL URBAN
COMMUNITY (PROVINCE OF QU;BEC) TO
PROVINCE OF QU;BEC.
3 CONFIRMING THE ENACTMENT OF SPECIAL Mgmt For For
BY-LAW 2003-1 TO AMEND BY-LAW ONE TO
PROVIDE GREATER FLEXIBILITY TO THE
CORPORATION IN CONNECTION WITH THE
HOLDING OF MEETINGS OF SHAREHOLDERS
BY PERMITTING IT TO HOLD SUCH
MEETINGS BY TELEPHONIC, ELECTRONIC OR
OTHER COMMUNICATIONS FACILITIES.
4 CONFIRMING THE ADOPTION OF A Mgmt For For
RESOLUTION AMENDING THE CORPORATION S
STOCK OPTION PLAN TO CHANGE THE NAME
OF THE SAID PLAN TO LONG TERM
INCENTIVE PLAN AND TO ALLOW THE
BOARD OF DIRECTORS OF THE CORPORATION
TO GRANT RESTRICTED SHARE UNITS
UNDER SAID PLAN.
5 APPOINTMENT OF KPMG LLP AS AUDITORS. Mgmt For For
- -------------------------------------------------------------------------------------------------------
GLADSTONE COMMERCIAL CORPORATION Agenda: 932134668
CUSIP: 376536108 Meeting Type: Annual
Ticker: GOOD Meeting Date: 5/26/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 DAVID GLADSTONE Mgmt For For
PAUL W. ADELGREN Mgmt For For
JOHN H. OUTLAND Mgmt For For
02 TO APPROVE A CHANGE IN THE COMPANY S Mgmt For For
INVESTMENT POLICIES TO PERMIT THE
COMPANY TO MAKE LEASES TO EXISTING
AND PROSPECTIVE PORTFOLIO COMPANIES
OF CURRENT OR FUTURE AFFILIATES OF
THE COMPANY, SUCH AS GLADSTONE
CAPITAL CORPORATION AND ENTITIES
ADVISED BY GLADSTONE MANAGEMENT
03 TO APPROVE AN AMENDMENT TO THE Mgmt Against Against
COMPANY S 2003 EQUITY INCENTIVE PLAN
TO INCREASE THE AGGREGATE NUMBER OF
SHARES OF COMMON STOCK AUTHORIZED FOR
ISSUANCE UNDER SUCH PLAN BY 201,000
SHARES.
04 TO RATIFY THE SELECTION BY THE AUDIT Mgmt For For
COMMITTEE OF THE BOARD OF DIRECTORS
OF PRICEWATERHOUSECOOPERS LLP AS
INDEPENDENT AUDITORS OF THE COMPANY
FOR ITS FISCAL YEAR ENDING DECEMBER 31,
2004.
- -------------------------------------------------------------------------------------------------------
JOHN H. HARLAND COMPANY Agenda: 932113373
CUSIP: 412693103 Meeting Type: Annual
Ticker: JH Meeting Date: 4/22/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 JOHN J. MCMAHON, JR. Mgmt For For
LARRY L. PRINCE Mgmt For For
JESSE J. SPIKES Mgmt For For
- -------------------------------------------------------------------------------------------------------
HARRIS & HARRIS GROUP, INC. Agenda: 932142297
CUSIP: 413833104 Meeting Type: Annual
Ticker: TINY Meeting Date: 5/12/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 DR. C. WAYNE BARDIN Mgmt For For
DR. PHILLIP A. BAUMAN Mgmt For For
G. MORGAN BROWNE Mgmt For For
DUGALD A. FLETCHER Mgmt For For
CHARLES E. HARRIS Mgmt For For
DR. K. S. KIRKPATRICK Mgmt For For
MARK A. PARSELLS Mgmt For For
LORI D. PRESSMAN Mgmt For For
CHARLES E. RAMSEY Mgmt For For
01 JAMES E. ROBERTS Mgmt For For
02 TO APPROVE A PROPOSAL TO AUTHORIZE Mgmt For For
THE COMPANY TO OFFER LONG- TERM
RIGHTS, INCLUDING WARRANTS AND
OPTIONS, TO PURCHASE COMMON STOCK AT
AN EXERCISE PRICE THAT WILL NOT BE
LESS THAN THE GREATER OF THE MARKET
VALUE OR THE NET ASSET VALUE PER
SHARE AT THE TIME OF ISSUANCE OF THE
- -------------------------------------------------------------------------------------------------------
HARVEST NATURAL RESOURCES, INC. Agenda: 932131369
CUSIP: 41754V103 Meeting Type: Annual
Ticker: HNR Meeting Date: 5/20/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 STEPHEN D. CHESEBRO' Mgmt For For
JOHN U. CLARKE Mgmt For For
BYRON A. DUNN Mgmt For For
H.H. HARDEE Mgmt For For
PETER J. HILL Mgmt For For
PATRICK M. MURRAY Mgmt For For
02 TO RATIFY THE APPOINTMENT OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS THE
INDEPENDENT ACCOUNTANTS FOR THE YEAR
ENDED DECEMBER 31, 2004.
03 TO APPROVE THE HARVEST NATURAL Mgmt For For
RESOURCES 2004 LONG TERM INCENTIVE
PLAN.
- -------------------------------------------------------------------------------------------------------
JACK HENRY & ASSOCIATES, INC. Agenda: 932051117
CUSIP: 426281101 Meeting Type: Annual
Ticker: JKHY Meeting Date: 10/28/2003 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 J. HENRY Mgmt For For
J. HALL Mgmt For For
M. HENRY Mgmt For For
J. ELLIS Mgmt For For
B. GEORGE Mgmt For For
G. CURRY Mgmt For For
J. MALEKIEL Mgmt For For
- -------------------------------------------------------------------------------------------------------
HILB, ROGAL AND HAMILTON COMPANY Agenda: 932126902
CUSIP: 431294107 Meeting Type: Annual
Ticker: HRH Meeting Date: 5/4/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 J.S.M. FRENCH Mgmt For For
ROBERT B. LOCKHART Mgmt For For
ANTHONY F. MARKEL Mgmt For For
ROBERT S. UKROP Mgmt For For
02 APPROVAL OF AN AMENDMENT TO ARTICLES Mgmt For For
OF INCORPORATION
03 APPROVAL OF OUTSIDE DIRECTORS Mgmt For For
DEFERRAL PLAN
04 APPROVAL OF EMPLOYEE STOCK PURCHASE Mgmt For For
PLAN
05 APPROVAL OF PROPOSAL FOR ADJOURNMENT, Mgmt For For
IF NECESSARY
- -------------------------------------------------------------------------------------------------------
HOMESTORE, INC. Agenda: 932195402
CUSIP: 437852106 Meeting Type: Annual
Ticker: HOMS Meeting Date: 6/28/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 WILLIAM E. KELVIE Mgmt For For
KENNETH K. KLEIN Mgmt For For
- -------------------------------------------------------------------------------------------------------
HUDSON HIGHLAND GROUP, INC. Agenda: 932115202
CUSIP: 443792106 Meeting Type: Annual
Ticker: HHGP Meeting Date: 4/30/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 JON CHAIT Mgmt For For
JENNIFER LAING Mgmt For For
NICHOLAS G. MOORE Mgmt For For
02 PROPOSAL TO APPROVE AN AMENDMENT TO Mgmt For For
THE HUDSON HIGHLAND GROUP, INC. LONG
TERM INCENTIVE PLAN.
03 PROPOSAL TO APPROVE AN AMENDMENT TO Mgmt For For
THE HUDSON HIGHLAND GROUP, INC.
EMPLOYEE STOCK PURCHASE PLAN.
- -------------------------------------------------------------------------------------------------------
HUDSON RIVER BANCORP, INC. Agenda: 932028803
CUSIP: 444128102 Meeting Type: Annual
Ticker: HRBT Meeting Date: 8/21/2003 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 MARILYN A. HERRINGTON* Mgmt For For
RONALD S. TECLER, DMD* Mgmt For For
ANTHONY J. MASHUTA** Mgmt For For
RICHARD KOSKY* Mgmt For For
02 THE RATIFICATION OF THE APPOINTMENT Mgmt For For
OF KPMG LLP AS INDEPENDENT AUDITORS
OF THE COMPANY FOR THE FISCAL YEAR
ENDING MARCH 31, 2004
- -------------------------------------------------------------------------------------------------------
HUGHES SUPPLY, INC. Agenda: 932152818
CUSIP: 444482103 Meeting Type: Annual
Ticker: HUG Meeting Date: 5/20/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 JOHN D. BAKER II Mgmt For For
DALE E. JONES Mgmt For For
WILLIAM P. KENNEDY Mgmt For For
PATRICK J. KNIPE Mgmt For For
02 IN THEIR DISCRETION, THE PROXIES ARE Mgmt For For
AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE
THE MEETING.
- -------------------------------------------------------------------------------------------------------
HUMBOLDT BANCORP Agenda: 932059810
CUSIP: 445069107 Meeting Type: Special
Ticker: HBEK Meeting Date: 12/15/2003 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 TO APPROVE THE PRINCIPAL TERMS OF THE Mgmt For For
MERGER CONTEMPLATED BY THE AGREEMENT
AND PLAN OF MERGER, DATED AUGUST 11,
2003, BY AND BETWEEN HUMBOLDT
BANCORP AND CALIFORNIA INDEPENDENT
BANCORP, PURSUANT TO WHICH CALIFORNIA
INDEPENDENT BANCORP WILL MERGE WITH
AND INTO HUMBOLDT BANCORP, INCLUDING
THE ISSUANCE OF HUMBOLDT BANCORP
COMMON STOCK IN CONNECTION WITH THE
MERGER.
02 TO APPROVE AN AMENDMENT TO THE Mgmt For For
AMENDED AND RESTATED HUMBOLDT BANCORP
AND SUBSIDIARIES 2001 EQUITY
INCENTIVE PLAN TO EXPAND ELIGIBILITY
FOR PARTICIPATION UNDER THE 2001
EQUITY INCENTIVE PLAN TO ALLOW ALL
EMPLOYEES AND OFFICERS OF HUMBOLDT
BANCORP OR A SUBSIDIARY TO BE
ELIGIBLE TO RECEIVE AWARDS UNDER THE
2001 EQUITY INCENTIVE PLAN.
- -------------------------------------------------------------------------------------------------------
HUTCHINSON TECHNOLOGY INCORPORATED Agenda: 932076157
CUSIP: 448407106 Meeting Type: Annual
Ticker: HTCH Meeting Date: 1/28/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 W. THOMAS BRUNBERG Mgmt For For
ARCHIBALD COX, JR. Mgmt For For
WAYNE M. FORTUN Mgmt For For
JEFFREY W. GREEN Mgmt For For
RUSSELL HUFFER Mgmt For For
R. FREDERICK MCCOY, JR. Mgmt For For
WILLIAM T. MONAHAN Mgmt For For
RICHARD B. SOLUM Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF Mgmt For For
DELOITTE & TOUCHE LLP AS INDEPENDENT
PUBLIC ACCOUNTANTS FOR THE 2004
FISCAL YEAR.
- -------------------------------------------------------------------------------------------------------
HYDRIL COMPANY Agenda: 932138351
CUSIP: 448774109 Meeting Type: Annual
Ticker: HYDL Meeting Date: 5/18/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 KENNETH S. MCCORMICK Mgmt For For
CHRISTOPHER T. SEAVER Mgmt For For
LEW O. WARD Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF Mgmt For For
DELOITTE & TOUCHE LLP AS THE COMPANY S
INDEPENDENT PUBLIC ACCOUNTANTS FOR
THE YEAR ENDING DECEMBER 31, 2004.
- -------------------------------------------------------------------------------------------------------
IHOP CORP. Agenda: 932157731
CUSIP: 449623107 Meeting Type: Annual
Ticker: IHP Meeting Date: 5/25/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 FRANK EDELSTEIN Mgmt For For
CAROLINE W. NAHAS Mgmt For For
RICHARD J. DAHL Mgmt For For
02 PROPOSAL TO APPROVE AND RATIFY THE Mgmt For For
APPOINTMENT OF ERNST & YOUNG LLP AS
THE INDEPENDENT ACCOUNTANTS OF THE
COMPANY.
- -------------------------------------------------------------------------------------------------------
ICON PLC Agenda: 932071347
CUSIP: 45103T107 Meeting Type: Annual
Ticker: ICLR Meeting Date: 1/12/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
O1 TO RECEIVE THE ACCOUNTS AND REPORTS Mgmt For For
O2 TO RE-ELECT MR. LEE JONES Mgmt For For
O3 TO RE-ELECT MR. THOMAS LYNCH Mgmt For For
O4 TO RE-ELECT MR. SHUJI HIGUCHI Mgmt For For
O5 TO AUTHORISE THE FIXING OF THE Mgmt For For
AUDITORS REMUNERATION
S6 TO AUTHORISE THE COMPANY TO ALLOT Mgmt For For
SHARES
S7 TO DISAPPLY THE STATUTORY PRE-EMPTION Mgmt For For
RIGHTS
S8 TO AUTHORISE THE COMPANY TO MAKE Mgmt For For
MARKET PURCHASES OF SHARES
S9 TO AUTHORISE THE COMPANY TO Mgmt For For
COMMUNICATE WITH SHAREHOLDERS VIA
ELECTRONIC MEDIA
- -------------------------------------------------------------------------------------------------------
IDEXX LABORATORIES, INC. Agenda: 932131218
CUSIP: 45168D104 Meeting Type: Annual
Ticker: IDXX Meeting Date: 5/19/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 JONATHAN W. AYERS Mgmt For For
JAMES L. MOODY, JR. Mgmt For For
02 RATIFICATION OF APPOINTMENT OF Mgmt For For
INDEPENDENT AUDITORS. TO RATIFY THE
SELECTION BY THE AUDIT COMMITTEE OF
THE BOARD OF DIRECTORS OF
PRICEWATERHOUSECOOPERS LLP AS THE
COMPANY S INDEPENDENT AUDITORS FOR
THE CURRENT FISCAL YEAR (PROPOSAL
- -------------------------------------------------------------------------------------------------------
IMCLONE SYSTEMS INCORPORATED Agenda: 932040621
CUSIP: 45245W109 Meeting Type: Annual
Ticker: IMCL Meeting Date: 9/15/2003 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 ANDREW G. BODNAR Mgmt For For
VINCENT T. DEVITA, JR. Mgmt For For
JOHN A. FAZIO Mgmt For For
DAVID M. KIES Mgmt For For
WILLIAM R. MILLER Mgmt For For
02 APPROVAL OF AN AMENDMENT TO THE Mgmt Against Against
IMCLONE SYSTEMS INCORPORATED 2002
STOCK OPTION PLAN (THE 2002 OPTION
PLAN) TO INCREASE THE NUMBER OF
SHARES AUTHORIZED TO BE ISSUED UNDER
THE 2002 OPTION PLAN.
03 APPROVAL OF THE IMCLONE SYSTEMS Mgmt For For
INCORPORATED ANNUAL INCENTIVE PLAN.
04 RATIFICATION OF THE APPOINTMENT OF Mgmt For For
KPMG LLP TO SERVE AS THE COMPANY S
INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2003.
- -------------------------------------------------------------------------------------------------------
IMAGISTICS INTERNATIONAL INC. Agenda: 932114553
CUSIP: 45247T104 Meeting Type: Annual
Ticker: IGI Meeting Date: 5/11/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 T. KEVIN DUNNIGAN Mgmt For For
JAMES A. THOMAS Mgmt For For
RONALD L. TURNER Mgmt For For
02 APPROVAL OF APPOINTMENT OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS THE
COMPANY S INDEPENDENT ACCOUNTANTS FOR
2004.
- -------------------------------------------------------------------------------------------------------
INCYTE CORPORATION Agenda: 932142259
CUSIP: 45337C102 Meeting Type: Annual
Ticker: INCY Meeting Date: 5/25/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 ROY A. WHITFIELD Mgmt For For
PAUL A. FRIEDMAN Mgmt For For
BARRY M. ARIKO Mgmt For For
01 JULIAN C. BAKER Mgmt For For
PAUL A. BROOKE Mgmt For For
FREDERICK B. CRAVES Mgmt For For
RICHARD U. DESCHUTTER Mgmt For For
02 TO RATIFY THE APPOINTMENT OF ERNST & Mgmt For For
YOUNG LLP AS THE COMPANY S
INDEPENDENT AUDITORS.
- -------------------------------------------------------------------------------------------------------
INDYMAC BANCORP, INC. Agenda: 932104754
CUSIP: 456607100 Meeting Type: Annual
Ticker: NDE Meeting Date: 4/28/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 MICHAEL W. PERRY Mgmt For For
LOUIS E. CALDERA Mgmt For For
LYLE E. GRAMLEY Mgmt For For
HUGH M. GRANT Mgmt For For
PATRICK C. HADEN Mgmt For For
TERRANCE G. HODEL Mgmt For For
ROBERT L. HUNT II Mgmt For For
JAMES R. UKROPINA Mgmt For For
02 APPROVAL OF THE INDYMAC BANCORP, INC. Mgmt For For
2002 INCENTIVE PLAN, AS AMENDED AND
RESTATED.
03 RATIFICATION OF APPOINTMENT OF Mgmt For For
INDYMAC S INDEPENDENT AUDITORS FOR
THE YEAR ENDING DECEMBER 31, 2004.
- -------------------------------------------------------------------------------------------------------
INFOSPACE, INC. Agenda: 932112600
CUSIP: 45678T201 Meeting Type: Annual
Ticker: INSP Meeting Date: 5/10/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 RICHARD D. HEARNEY Mgmt For For
RUFUS W. LUMRY Mgmt For For
JAMES F. VOELKER Mgmt For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF Mgmt For For
DELOITTE & TOUCHE LLP AS INDEPENDENT
AUDITORS OF THE COMPANY FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2004.
- -------------------------------------------------------------------------------------------------------
INNKEEPERS USA TRUST Agenda: 932104350
CUSIP: 4576J0104 Meeting Type: Annual
Ticker: KPA Meeting Date: 5/5/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 RANDALL L. CHURCHEY Mgmt For For
JACK P. DEBOER Mgmt For For
JOEL F. ZEMENS Mgmt For For
- -------------------------------------------------------------------------------------------------------
INSPIRE PHARMACEUTICALS, INC. Agenda: 932163912
CUSIP: 457733103 Meeting Type: Annual
Ticker: ISPH Meeting Date: 6/10/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 CHRISTY L. SHAFFER Mgmt For For
RICHARD KENT Mgmt For For
02 RATIFICATION OF THE SELECTION OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS
AUDITORS FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2004.
03 RATIFICATION OF THE AMENDMENT TO THE Mgmt Against Against
AMENDED AND RESTATED 1995 STOCK PLAN,
AS AMENDED, TO INCREASE THE NUMBER
OF SHARES OF COMMON STOCK RESERVED
FOR ISSUANCE PURSUANT TO STOCK AWARDS
UNDER THE PLAN FROM 6,428,571 TO
7,178,571.
- -------------------------------------------------------------------------------------------------------
INTEGRATED CIRCUIT SYSTEMS, INC. Agenda: 932051054
CUSIP: 45811K208 Meeting Type: Annual
Ticker: ICST Meeting Date: 10/29/2003 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 HOCK E. TAN Mgmt For For
NAM P. SUH Mgmt For For
- -------------------------------------------------------------------------------------------------------
INTERMUNE, INC. Agenda: 932158935
CUSIP: 45884X103 Meeting Type: Annual
Ticker: ITMN Meeting Date: 5/27/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 MICHAEL L. SMITH Mgmt For For
DANIEL G. WELCH Mgmt For For
02 TO APPROVE AN AMENDMENT TO THE Mgmt For For
COMPANY S AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION TO
INCREASE THE AUTHORIZED NUMBER OF
SHARES OF COMMON STOCK FROM
51,000,000 SHARES TO 70,000,000
03 TO APPROVE THE AMENDMENT AND Mgmt Against Against
RESTATEMENT OF THE COMPANY S 2000
EQUITY INCENTIVE PLAN, INCLUDING AN
INCREASE IN THE AGGREGATE NUMBER OF
SHARES OF COMMON STOCK AUTHORIZED FOR
ISSUANCE UNDER THE PLAN BY 1,000,000
SHARES.
04 TO APPROVE THE AMENDMENT AND Mgmt For For
RESTATEMENT OF THE COMPANY S 2000
NON-EMPLOYEE DIRECTORS STOCK OPTION
PLAN, AS MORE FULLY DESCRIBED IN THE
PROXY STATEMENT.
05 TO RATIFY THE SELECTION BY THE AUDIT Mgmt For For
COMMITTEE OF THE BOARD OF DIRECTORS,
OF ERNST & YOUNG LLP AS INDEPENDENT
AUDITORS OF THE COMPANY FOR ITS
FISCAL YEAR ENDING DECEMBER 31, 2004.
- -------------------------------------------------------------------------------------------------------
INTEROIL CORPORATION Agenda: 932041421
CUSIP: 460951106 Meeting Type: Special
Ticker: IOLCF Meeting Date: 9/11/2003 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 APPROVING THE ISSUANCES OF 862,500 Mgmt For For
COMMON SHARES IN THE CORPORATION IN A
PRIVATE PLACEMENT COMPLETED FEBRUARY
7, 2003.
02 APPROVING THE ISSUANCES OF 755,000 Mgmt For For
COMMON SHARES IN CAPITAL OF THE
CORPORATION IN A PRIVATE PLACEMENT
COMPLETED APRIL 29, 2003.
03 APPROVING THE ISSUANCES OF RIGHTS Mgmt For For
CONVERTIBLE INTO UP TO 683,825 OF
COMMON SHARES IN THE CAPITAL OF THE
CORPORATION.
04 APPROVING THE ISSUANCES OF RIGHTS Mgmt For For
CONVERTIBLE INTO UP TO 717,850 OF
COMMON SHARES IN THE CAPITAL OF THE
CORPORATION.
05 APPROVING, FOR THE PURPOSES OF Mgmt For For
LISTING RULE 7.1 OF THE LISTING RULES
OF THE AUSTRALIAN STOCK EXCHANGE,
THE ISSUE OF UP TO 2,200,000 FULLY
PAID COMMON SHARES IN EXCHANGE FOR UP
TO 2,200,000 SUBSCRIPTION RECEIPTS
ON A PRIVATE PLACEMENT BASIS.
06 APPROVING, FOR THE PURPOSES OF Mgmt For For
LISTING RULE 7.1 OF THE LISTING RULES
OF THE AUSTRALIAN STOCK EXCHANGE,
THE ISSUANCE OF FURTHER SECURITIES OF
UP TO 1,000,000 COMMON SHARES IN THE
THREE MONTHS FOLLOWING THE DATE OF
THE MEETING.
- -------------------------------------------------------------------------------------------------------
IONICS, INCORPORATED Agenda: 932085233
CUSIP: 462218108 Meeting Type: Special
Ticker: ION Meeting Date: 2/11/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 TO APPROVE ISSUANCE OF UP TO Mgmt For For
4,905,660 SHARES OF IONICS COMMON
STOCK IN CONNECTION WITH IONICS
PROPOSED ACQUISITION OF THE ECOLOCHEM
02 TO APPROVE AN AMENDMENT TO IONICS Mgmt For For
ARTICLES OF ORGANIZATION TO INCREASE
THE NUMBER OF AUTHORIZED SHARES OF
COMMON STOCK FROM 55,000,000 TO
100,000,000.
03 TO APPROVE AN AMENDMENT TO THE IONICS Mgmt Against Against
1997 STOCK INCENTIVE PLAN TO
INCREASE THE NUMBER OF SHARES
AVAILABLE FOR ISSUANCE THEREUNDER BY
1,200,000 SHARES.
04 TO APPROVE AN AMENDMENT TO THE IONICS Mgmt For For
1997 STOCK INCENTIVE PLAN TO
AUTHORIZE GRANTS OF RESTRICTED STOCK
- -------------------------------------------------------------------------------------------------------
IPAYMENT, INC. Agenda: 932178999
CUSIP: 46262E105 Meeting Type: Annual
Ticker: IPMT Meeting Date: 6/10/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 PETER Y. CHUNG Mgmt For For
GREGORY S. DAILY Mgmt For For
JOHN C. HARRISON Mgmt For For
J. DONALD MCLEMORE, JR. Mgmt For For
JENNIE CARTER THOMAS Mgmt For For
DAVID T. VANDEWATER Mgmt For For
CLAY M. WHITSON Mgmt For For
DAVID M. WILDS Mgmt For For
02 THE RATIFICATION OF THE SELECTION OF Mgmt For For
ERNST & YOUNG LLP AS INDEPENDENT
AUDITORS OF THE COMPANY FOR 2004.
- -------------------------------------------------------------------------------------------------------
IVANHOE MINES LTD. Agenda: 932155232
CUSIP: 46579N103 Meeting Type: Annual
Ticker: HUGO Meeting Date: 6/10/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 THE ORDINARY RESOLUTION TO RATIFY Mgmt no action
AMENDMENTS TO BY-LAW NO. 1 OF THE
CORPORATION, WHICH AMENDMENTS (A)
INCREASE THE QUORUM REQUIREMENTS FOR
MEETINGS OF SHAREHOLDERS IN
ACCORDANCE WITH NASDAQ STOCK MARKET
INC. REQUIREMENTS; AND (B) SET THE
NUMBER OF POSITIONS, WITHIN THE
MINIMUM AND MAXIMUM NUMBER OF
DIRECTORS PRESCRIBED BY THE ARTICLES
OF THE CORPORATION, THAT ARE OPEN FOR
ELECTION AT AN ANNUAL MEETING OF THE
SHAREHOLDERS OF THE CORPORATION.
02 THE ORDINARY RESOLUTION TO APPROVE Mgmt no action
THE ISSUANCE OF UP TO 50 MILLION
EQUITY SECURITIES (IN ADDITION TO ANY
OTHER SECURITIES ISSUABLE WITHOUT
SHAREHOLDER APPROVAL IN COMPLIANCE
WITH THE AUSTRALIAN STOCK EXCHANGE
(ASX) LISTING RULES) TO SUCH
ALLOTTEES AND AT SUCH ISSUE PRICE(S)
DETERMINED BY THE DIRECTORS AS SET
OUT IN THE MANAGEMENT PROXY CIRCULAR,
SUCH ISSUE(S) TO TAKE PLACE, SUBJECT
TO ANY APPLICABLE ASX WAIVER, DURING
THE PERIOD FROM THE DATE OF THE
MEETING UNTIL THE DATE OF THE
CORPORATION S ANNUAL GENERAL MEETING
03 THE SPECIAL RESOLUTION TO APPROVE THE Mgmt no action
AMENDMENT TO THE ARTICLES OF THE
CORPORATION TO INCREASE THE MAXIMUM
NUMBER OF DIRECTORS TO 12 DIRECTORS.
04 ROBERT M. FRIEDLAND Mgmt no action
R. EDWARD FLOOD Mgmt no action
KJELD THYGESEN Mgmt no action
GORDON L. TOLL Mgmt no action
ROBERT HANSON Mgmt no action
JOHN WEATHERALL Mgmt no action
MARKUS FABER Mgmt no action
JOHN MACKEN Mgmt no action
DAVID HUBERMAN Mgmt no action
05 TO APPOINT DELOITTE & TOUCHE, Mgmt no action
CHARTERED ACCOUNTANTS, AS AUDITORS OF
THE CORPORATION AT A REMUNERATION TO
BE FIXED BY THE BOARD OF DIRECTORS.
- -------------------------------------------------------------------------------------------------------
JOURNAL COMMUNICATIONS, INC. Agenda: 932116608
CUSIP: 481130102 Meeting Type: Annual
Ticker: JRN Meeting Date: 4/29/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 DON H. DAVIS, JR. Mgmt For For
DAVID G. MEISSNER Mgmt For For
02 PROPOSAL TO APPROVE AN AMENDMENT TO Mgmt For For
THE ARTICLES OF INCORPORATION TO
ALLOW TRANSFERS OF CLASS B COMMON
STOCK DIRECTLY TO CERTAIN CHARITIES.
03 PROPOSAL TO APPROVE AN AMENDMENT TO Mgmt For For
THE ARTICLES OF INCORPORATION TO
PROVIDE FOR AUTOMATIC CONVERSION OF
CLASS B COMMON STOCK HELD BY OR
TRANSFERRED TO CERTAIN CHARITIES INTO
CLASS A COMMON STOCK.
- -------------------------------------------------------------------------------------------------------
KFX INC. Agenda: 932154393
CUSIP: 48245L107 Meeting Type: Annual
Ticker: KFX Meeting Date: 5/20/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 STANFORD M. ADELSTEIN Mgmt For For
MARK S. SEXTON Mgmt For For
RICHARD S. SPENCER III Mgmt For For
02 RATIFICATION OF SELECTION OF DELOITTE Mgmt For For
& TOUCHE LLP AS OUR INDEPENDENT
ACCOUNTANTS.
- -------------------------------------------------------------------------------------------------------
THE KNOT, INC. Agenda: 932145899
CUSIP: 499184109 Meeting Type: Annual
Ticker: KNOT Meeting Date: 5/13/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 JOSEPH BREHOB Mgmt For For
SANDRA STILES Mgmt For For
02 RATIFICATION OF INDEPENDENT AUDITORS: Mgmt For For
TO RATIFY THE SELECTION OF ERNST &
YOUNG LLP AS INDEPENDENT AUDITORS FOR
THE FISCAL YEAR ENDING DECEMBER 31,
2004.
- -------------------------------------------------------------------------------------------------------
KROLL, INC. Agenda: 932165877
CUSIP: 501049100 Meeting Type: Annual
Ticker: KROL Meeting Date: 5/26/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 MICHAEL G. CHERKASKY Mgmt For For
SIMON V. FREAKLEY Mgmt For For
RAYMOND E. MABUS Mgmt For For
JOSEPH R. WRIGHT Mgmt For For
02 APPROVAL OF THE KROLL INC. 2004 Mgmt Against Against
INCENTIVE COMPENSATION PLAN, AS
DESCRIBED IN THE ACCOMPANYING PROXY
STATEMENT.
03 RATIFICATION OF THE APPOINTMENT OF Mgmt For For
DELOITTE & TOUCHE LLP AS INDEPENDENT
PUBLIC ACCOUNTANTS FOR KROLL FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2004,
AS DESCRIBED IN THE ACCOMPANYING
PROXY STATEMENT.
- -------------------------------------------------------------------------------------------------------
LKQ CORP. Agenda: 932137880
CUSIP: 501889208 Meeting Type: Annual
Ticker: LKQX Meeting Date: 5/10/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 A. CLINTON ALLEN Mgmt For For
ROBERT M. DEVLIN Mgmt For For
DONALD F. FLYNN Mgmt For For
JOSEPH M. HOLSTEN Mgmt For For
PAUL M. MEISTER Mgmt For For
JOHN F. O'BRIEN Mgmt For For
WILLIAM M. WEBSTER, IV Mgmt For For
02 THE RATIFICATION OF THE APPOINTMENT Mgmt For For
OF DELOITTE & TOUCHE LLP AS
INDEPENDENT AUDITORS OF LKQ
CORPORATION FOR THE FISCAL YEAR
- -------------------------------------------------------------------------------------------------------
LAWSON SOFTWARE, INC. Agenda: 932052311
CUSIP: 520780107 Meeting Type: Annual
Ticker: LWSN Meeting Date: 10/30/2003 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 JOHN J. COUGHLAN Mgmt For For
DAVID J. ESKRA Mgmt For For
01 DAVID R. HUBERS Mgmt For For
THOMAS G. HUDSON Mgmt For For
RICHARD D. KREYSAR Mgmt For For
DAVID S.B. LANG Mgmt For For
H. RICHARD LAWSON Mgmt For For
MICHAEL A. ROCCA Mgmt For For
02 PROPOSAL TO RATIFY AND APPROVE THE Mgmt For For
APPOINTMENT OF PRICEWATERHOUSECOOPERS
LLP AS INDEPENDENT AUDITORS FOR THE
FISCAL YEAR ENDING MAY 31, 2004.
- -------------------------------------------------------------------------------------------------------
LIFEPOINT HOSPITALS, INC. Agenda: 932162972
CUSIP: 53219L109 Meeting Type: Annual
Ticker: LPNT Meeting Date: 6/15/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 DEWITT EZELL, JR. Mgmt For For
WILLIAM V. LAPHAM Mgmt For For
02 APPROVAL OF THE AMENDMENT TO THE Mgmt For For
COMPANY S 1998 LONG-TERM INCENTIVE
PLAN.
03 APPROVAL OF THE AMENDMENT TO THE Mgmt For For
COMPANY S OUTSIDE DIRECTORS STOCK AND
INCENTIVE COMPENSATION PLAN.
04 APPROVAL OF THE COMPANY S EXECUTIVE Mgmt For For
PERFORMANCE INCENTIVE PLAN.
05 RATIFICATION OF THE APPOINTMENT OF Mgmt For For
ERNST & YOUNG LLP AS THE INDEPENDENT
AUDITORS OF THE COMPANY FOR 2004.
- -------------------------------------------------------------------------------------------------------
LINCOLN ELECTRIC HOLDINGS, INC. Agenda: 932124364
CUSIP: 533900106 Meeting Type: Annual
Ticker: LECO Meeting Date: 4/29/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 RANKO CUCUZ Mgmt For For
KATHRYN JO LINCOLN Mgmt For For
ANTHONY A. MASSARO Mgmt For For
GEORGE H. WALLS, JR. Mgmt For For
02 RATIFICATION OF INDEPENDENT AUDITORS. Mgmt For For
- -------------------------------------------------------------------------------------------------------
LIONS GATE ENTERTAINMENT CORP. Agenda: 932041130
CUSIP: 535919203 Meeting Type: Special
Ticker: LGF Meeting Date: 9/10/2003 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 MICHAEL BURNS Mgmt For For
DREW CRAIG Mgmt For For
ARTHUR EVRENSEL Mgmt For For
JON FELTHEIMER Mgmt For For
GORDON KEEP Mgmt For For
MORLEY KOFFMAN Mgmt For For
PATRICK LAVELLE Mgmt For For
ANDRE LINK Mgmt For For
HARALD LUDWIG Mgmt For For
GARY NEWTON Mgmt For For
G. SCOTT PATERSON Mgmt For For
JEFF SAGANSKY Mgmt For For
HARRY SLOAN Mgmt For For
MITCHELL WOLFE Mgmt For For
02 PROPOSAL TO ADOPT AN AMENDMENT TO THE Mgmt For For
ARTICLES OF THE COMPANY.
03 PROPOSAL TO RATIFY THE RE-APPOINTMENT Mgmt For For
OF ERNST & YOUNG LLP AS THE
INDEPENDENT AUDITORS FOR THE COMPANY.
04 PROPOSAL TO INCREASE OF THE NUMBER OF Mgmt For For
COMMON SHARES RESERVED FOR ISSUANCE
UNDER OUR EMPLOYEES AND DIRECTORS
EQUITY INCENTIVE PLAN BY 1,068,750
COMMON SHARES.
- -------------------------------------------------------------------------------------------------------
LITHIA MOTORS, INC. Agenda: 932129376
CUSIP: 536797103 Meeting Type: Annual
Ticker: LAD Meeting Date: 4/29/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 SIDNEY B. DEBOER Mgmt For For
R. BRADFORD GRAY Mgmt For For
GERALD F. TAYLOR Mgmt For For
M.L. DICK HEIMANN Mgmt For For
WILLIAM J. YOUNG Mgmt For For
THOMAS BECKER Mgmt For For
PHILIP J. ROMERO Mgmt For For
02 TO APPROVE THE AMENDMENT TO THE 2003 Mgmt For For
STOCK INCENTIVE PLAN TO INCREASE THE
NUMBER OF SHARES ISSUABLE UNDER THE
PLAN FROM 1.2 MILLION TO 2.2 MILLION.
03 TO APPROVE THE AMENDMENT TO THE Mgmt For For
LITHIA MOTORS, INC. 1998 EMPLOYEE
STOCK PURCHASE PLAN TO INCREASE THE
NUMBER OF SHARES ISSUABLE UNDER THE
PLAN FROM 1.5 MILLION TO 1.75
04 TO APPROVE AMENDMENTS TO THE LITHIA Mgmt For For
MOTORS, INC. EXECUTIVE BONUS PLAN.
- -------------------------------------------------------------------------------------------------------
LITTELFUSE, INC. Agenda: 932118145
CUSIP: 537008104 Meeting Type: Annual
Ticker: LFUS Meeting Date: 4/30/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 HOWARD B. WITT Mgmt For For
JOHN P. DRISCOLL Mgmt For For
ANTHONY GRILLO Mgmt For For
GORDON HUNTER Mgmt For For
BRUCE A. KARSH Mgmt For For
JOHN E. MAJOR Mgmt For For
RONALD L. SCHUBEL Mgmt For For
02 APPROVAL AND RATIFICATION OF THE Mgmt For For
DIRECTORS APPOINTMENT OF ERNST &
YOUNG LLP AS THE COMPANY S
INDEPENDENT AUDITORS FOR THE FISCAL
YEAR ENDING JANUARY 1, 2005.
- -------------------------------------------------------------------------------------------------------
MGI PHARMA, INC. Agenda: 932115163
CUSIP: 552880106 Meeting Type: Annual
Ticker: MOGN Meeting Date: 5/11/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 ANDREW J. FERRARA Mgmt For For
GILLA KAPLAN, PH.D. Mgmt For For
EDWARD W. MEHRER Mgmt For For
HUGH E. MILLER Mgmt For For
LEON O. MOULDER, JR. Mgmt For For
LEE J. SCHROEDER Mgmt For For
DAVID B. SHARROCK Mgmt For For
WANETA C. TUTTLE, PH.D. Mgmt For For
ARTHUR L. WEAVER, M.D. Mgmt For For
02 TO AMEND THE 1997 STOCK INCENTIVE Mgmt Against Against
PLAN TO EXTEND THE TERM OF THIS PLAN
THROUGH MAY 31, 2008 AND TO INCREASE
THE NUMBER OF SHARES AVAILABLE FOR
AWARDS GRANTED UNDER THE PLAN BY
2,055,000 SHARES.
03 TO AMEND THE AMENDED AND RESTATED Mgmt For For
EMPLOYEE STOCK PURCHASE PLAN TO
INCREASE THE NUMBER OF SHARES WHICH
MAY BE PURCHASED UNDER THE PLAN BY
500,000 SHARES.
04 TO RATIFY THE APPOINTMENT OF KPMG LLP Mgmt For For
AS INDEPENDENT AUDITORS FOR THE
COMPANY FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2004.
- -------------------------------------------------------------------------------------------------------
MKS INSTRUMENTS, INC. Agenda: 932138173
CUSIP: 55306N104 Meeting Type: Annual
Ticker: MKSI Meeting Date: 5/13/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 JAMES G. BERGES Mgmt For For
RICHARD S. CHUTE Mgmt For For
OWEN W. ROBBINS Mgmt For For
02 TO APPROVE THE COMPANY S 2004 STOCK Mgmt Against Against
INCENTIVE PLAN.
03 TO APPROVE AN AMENDMENT TO THE Mgmt For For
COMPANY S AMENDED AND RESTATED 1997
DIRECTOR STOCK OPTION PLAN INCREASING
THE NUMBER OF SHARES AVAILABLE
THEREUNDER FROM 300,000 SHARES TO
04 TO APPROVE AN AMENDMENT TO THE Mgmt For For
COMPANY S SECOND RESTATED 1999
EMPLOYEE STOCK PURCHASE PLAN
INCREASING THE NUMBER OF SHARES
AVAILABLE THEREUNDER FROM 700,000
05 TO APPROVE AN AMENDMENT TO THE Mgmt For For
COMPANY S RESTATED INTERNATIONAL
EMPLOYEE STOCK PURCHASE PLAN
INCREASING THE NUMBER OF SHARES
AVAILABLE THEREUNDER FROM 75,000
06 TO RATIFY THE APPOINTMENT OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS THE
COMPANY S INDEPENDENT ACCOUNTANTS FOR
THE YEAR ENDING DECEMBER 31, 2004.
- -------------------------------------------------------------------------------------------------------
MSC INDUSTRIAL DIRECT CO., INC. Agenda: 932075066
CUSIP: 553530106 Meeting Type: Annual
Ticker: MSM Meeting Date: 1/6/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 MITCHELL JACOBSON Mgmt For For
DAVID SANDLER Mgmt For For
CHARLES BOEHLKE Mgmt For For
ROGER FRADIN Mgmt For For
DENIS KELLY Mgmt For For
RAYMOND LANGTON Mgmt For For
PHILIP PELLER Mgmt For For
02 TO CONSIDER AND ACT UPON A PROPOSAL Mgmt For For
TO APPROVE AN AMENDMENT TO THE
COMPANY S 1995 RESTRICTED STOCK PLAN.
03 TO CONSIDER AND ACT UPON A PROPOSAL Mgmt For For
TO APPROVE AN AMENDMENT TO THE
COMPANY S 1995 STOCK OPTION PLAN.
04 TO CONSIDER AND ACT UPON A PROPOSAL Mgmt For For
TO APPROVE AN AMENDMENT TO THE
COMPANY S 1998 STOCK OPTION PLAN.
05 TO CONSIDER AND ACT UPON A PROPOSAL Mgmt For For
TO APPROVE AN AMENDMENT TO THE
COMPANY S 2001 STOCK OPTION PLAN.
06 TO CONSIDER AND ACT UPON A PROPOSAL Mgmt For For
TO APPROVE AN AMENDMENT TO THE
COMPANY S ASSOCIATE STOCK PURCHASE
07 TO CONSIDER AND ACT UPON A PROPOSAL Mgmt For For
TO RATIFY THE APPOINTMENT OF ERNST &
YOUNG LLP AS INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANTS OF THE COMPANY FOR
THE FISCAL YEAR 2004.
- -------------------------------------------------------------------------------------------------------
MACROMEDIA, INC. Agenda: 932009257
CUSIP: 556100105 Meeting Type: Annual
Ticker: MACR Meeting Date: 7/24/2003 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 ROBERT K. BURGESS Mgmt For For
JOHN (IAN) GIFFEN Mgmt For For
WILLIAM H. HARRIS, JR. Mgmt For For
ROBERT A. KOTICK Mgmt For For
DONALD L. LUCAS Mgmt For For
TIMOTHY O'REILLY Mgmt For For
WILLIAM B. WELTY Mgmt For For
02 ADOPTION OF THE COMPANY S 2003 Mgmt For For
EMPLOYEE STOCK PURCHASE PLAN
03 RATIFICATION OF SELECTION OF KPMG LLP Mgmt For For
AS THE COMPANY S INDEPENDENT
- -------------------------------------------------------------------------------------------------------
MANHATTAN ASSOCIATES, INC. Agenda: 932164027
CUSIP: 562750109 Meeting Type: Annual
Ticker: MANH Meeting Date: 5/21/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 JOHN J. HUNTZ, JR. Mgmt For For
THOMAS E. NOONAN Mgmt For For
02 APPROVAL OF THE APPOINTMENT OF ERNST Mgmt For For
& YOUNG LLP AS INDEPENDENT AUDITORS
OF THE COMPANY FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2004.
- -------------------------------------------------------------------------------------------------------
MASONITE INTERNATIONAL CORPORATION Agenda: 932129629
CUSIP: 575384102 Meeting Type: Annual
Ticker: MHM Meeting Date: 5/3/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 HOWARD L. BECK Mgmt For For
JOHN J. BERTON Mgmt For For
JOHN M. CASSADAY Mgmt For For
PETER A. CROSSGROVE Mgmt For For
FREDRIK S. EATON Mgmt For For
ALAN R. MCFARLAND Mgmt For For
PHILIP S. ORSINO Mgmt For For
JOSEPH L. ROTMAN Mgmt For For
SAUL M. SPEARS Mgmt For For
02 THE APPOINTMENT OF AUDITORS. Mgmt For For
- -------------------------------------------------------------------------------------------------------
MATRIXONE, INC. Agenda: 932054707
CUSIP: 57685P304 Meeting Type: Annual
Ticker: MONE Meeting Date: 11/7/2003 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 W. PATRICK DECKER Mgmt For For
JAMES F. MORGAN Mgmt For For
02 TO APPROVE AND ADOPT AN AMENDMENT TO Mgmt Against Against
THE COMPANY S AMENDED AND RESTATED
1999 STOCK PLAN TO INCREASE THE
NUMBER OF SHARES OF COMMON STOCK THAT
MAY BE ISSUED PURSUANT TO THE
AMENDED AND RESTATED 1999 STOCK PLAN
BY 2,000,000 SHARES TO 8,000,000
SHARES OF COMMON STOCK IN THE
03 TO APPROVE AND ADOPT AN AMENDMENT TO Mgmt For For
THE COMPANY S 2000 EMPLOYEE STOCK
PURCHASE PLAN TO INCREASE THE NUMBER
OF SHARES OF COMMON STOCK THAT MAY BE
ISSUED PURSUANT TO THE 2000 EMPLOYEE
STOCK PURCHASE PLAN BY 650,000
SHARES TO 2,000,000 SHARES OF COMMON
STOCK IN THE AGGREGATE.
04 TO RATIFY THE SELECTION OF ERNST & Mgmt For For
YOUNG LLP TO SERVE AS THE COMPANY S
INDEPENDENT AUDITORS FOR THE FISCAL
YEAR ENDING JULY 3, 2004.
- -------------------------------------------------------------------------------------------------------
MEDICIS PHARMACEUTICAL CORPORATION Agenda: 932059581
CUSIP: 584690309 Meeting Type: Annual
Ticker: MRX Meeting Date: 11/19/2003 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 ARTHUR G. ALTSCHUL, JR. Mgmt For For
PHILIP S. SCHEIN, M.D. Mgmt For For
02 TO APPROVE AN AMENDED AND RESTATED Mgmt For For
CERTIFICATE OF INCORPORATION THAT
INCREASES THE NUMBER OF AUTHORIZED
SHARES OF CLASS A COMMON STOCK FROM
50,000,000 SHARES TO 150,000,000
SHARES.
03 TO RATIFY THE APPOINTMENT OF ERNST & Mgmt For For
YOUNG LLP AS INDEPENDENT AUDITORS.
- -------------------------------------------------------------------------------------------------------
MEDSOURCE TECHNOLOGIES, INC. Agenda: 932054341
CUSIP: 58505Y103 Meeting Type: Annual
Ticker: MEDT Meeting Date: 11/4/2003 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 JOHN W. GALIARDO Mgmt For For
CARL S. SLOANE Mgmt For For
02 PROPOSAL TO RATIFY AND APPROVE THE Mgmt For For
APPOINTMENT OF ERNST & YOUNG LLP AS
THE COMPANY S INDEPENDENT AUDITORS
FOR THE FISCAL YEAR ENDING JUNE 30,
- -------------------------------------------------------------------------------------------------------
MENTOR GRAPHICS CORPORATION Agenda: 932141384
CUSIP: 587200106 Meeting Type: Annual
Ticker: MENT Meeting Date: 5/19/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 PETER L. BONFIELD Mgmt For For
MARSHA B. CONGDON Mgmt For For
JAMES R. FIEBIGER Mgmt For For
GREGORY K. HINCKLEY Mgmt For For
KEVIN C. MCDONOUGH Mgmt For For
PATRICK B. MCMANUS Mgmt For For
WALDEN C. RHINES Mgmt For For
FONTAINE K. RICHARDSON Mgmt For For
02 PROPOSAL TO AMEND THE COMPANY S 1989 Mgmt For For
EMPLOYEE STOCK PURCHASE PLAN.
03 PROPOSAL TO APPROVE THE COMPANY S Mgmt For For
FOREIGN SUBSIDIARY EMPLOYEE STOCK
PURCHASE PLAN.
04 PROPOSAL TO AMEND THE COMPANY S 1982 Mgmt For For
STOCK OPTION PLAN.
05 PROPOSAL TO AMEND ARTICLE III OF THE Mgmt For For
COMPANY S 1987 RESTATED ARTICLES OF
INCORPORATION, AS AMENDED.
- -------------------------------------------------------------------------------------------------------
MICHAELS STORES, INC. Agenda: 932169180
CUSIP: 594087108 Meeting Type: Annual
Ticker: MIK Meeting Date: 6/17/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 CHARLES J. WYLY, JR. Mgmt For For
SAM WYLY Mgmt For For
RICHARD E. HANLON Mgmt For For
RICHARD C. MARCUS Mgmt For For
LIZ MINYARD Mgmt For For
CECE SMITH Mgmt For For
02 RATIFICATION OF THE AUDIT COMMITTEE S Mgmt For For
SELECTION OF ERNST & YOUNG LLP AS
OUR INDEPENDENT AUDITORS FOR FISCAL
03 ADOPTION OF THE AMENDMENT TO THE Mgmt For For
RESTATED CERTIFICATE OF
- -------------------------------------------------------------------------------------------------------
HERMAN MILLER, INC. Agenda: 932043451
CUSIP: 600544100 Meeting Type: Annual
Ticker: MLHR Meeting Date: 9/29/2003 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 DOUGLAS D. FRENCH Mgmt For For
JAMES R. KACKLEY Mgmt For For
THOMAS C. PRATT Mgmt For For
MICHAEL A. VOLKEMA Mgmt For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF Mgmt For For
ERNST & YOUNG LLP AS INDEPENDENT
AUDITORS FOR THE YEAR ENDING MAY 29,
2004.
- -------------------------------------------------------------------------------------------------------
ROBERT MONDAVI CORPORATION Agenda: 932065027
CUSIP: 609200100 Meeting Type: Annual
Ticker: MOND Meeting Date: 12/12/2003 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 PHILIP GREER Mgmt For For
ANTHONY GREENER Mgmt For For
JOHN M. THOMPSON Mgmt For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS
INDEPENDENT AUDITORS FOR THE FISCAL
YEAR.
03 TO APPROVE AN AMENDMENT TO THE 1993 Mgmt For For
EQUITY INCENTIVE PLAN TO RESERVE AN
ADDITIONAL 900,000 SHARES OF CLASS A
COMMON STOCK FOR ISSUANCE UNDER THAT
PLAN.
- -------------------------------------------------------------------------------------------------------
NPS PHARMACEUTICALS, INC. Agenda: 932151436
CUSIP: 62936P103 Meeting Type: Annual
Ticker: NPSP Meeting Date: 5/20/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 SANTO J. COSTA Mgmt For For
JOHN R. EVANS Mgmt For For
JAMES G. GRONINGER Mgmt For For
HUNTER JACKSON Mgmt For For
JOSEPH KLEIN III Mgmt For For
DONALD E. KUHLA Mgmt For For
THOMAS N. PARKS Mgmt For For
01 CALVIN R. STILLER Mgmt For For
PETER G. TOMBROS Mgmt For For
02 TO RATIFY THE SELECTION OF KPMG LLP Mgmt For For
AS INDEPENDENT AUDITORS OF THE
COMPANY FOR ITS FISCAL YEAR ENDING
DECEMBER 31, 2004.
- -------------------------------------------------------------------------------------------------------
NPS PHARMACEUTICALS, INC. Agenda: 932031494
CUSIP: 62936P103 Meeting Type: Annual
Ticker: NPSP Meeting Date: 8/21/2003 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 SANTO J. COSTA Mgmt For For
JOHN R. EVANS Mgmt For For
JAMES G. GRONINGER Mgmt For For
HUNTER JACKSON Mgmt For For
JOSEPH KLEIN III Mgmt For For
DONALD E. KUHLA Mgmt For For
THOMAS N. PARKS Mgmt For For
CALVIN STILLER Mgmt For For
PETER G. TOMBROS Mgmt For For
02 TO AMEND THE COMPANY S CERTIFICATE OF Mgmt For For
INCORPORATION TO INCREASE THE
AUTHORIZED NUMBER OF SHARES OF COMMON
STOCK FROM 45,000,000 TO 105,000,000
SHARES.
03 TO INCREASE BY 1,600,000 SHARES THE Mgmt For For
AGGREGATE NUMBER OF SHARES OF COMMON
STOCK FOR WHICH OPTIONS MAY BE
GRANTED UNDER THE COMPANY S 1998
STOCK OPTION PLAN.
04 TO INCREASE BY 75,000 SHARES THE Mgmt For For
AGGREGATE NUMBER OF SHARES OF COMMON
STOCK FOR WHICH OPTIONS MAY BE
GRANTED UNDER THE COMPANY S 1994
EMPLOYEE STOCK PURCHASE PLAN AND TO
EXTEND THE TERMINATION DATE OF THE
PLAN TO JANUARY 6, 2009.
05 TO RATIFY THE SELECTION OF KPMG LLP Mgmt For For
AS INDEPENDENT AUDITORS OF THE
COMPANY FOR ITS FISCAL YEAR ENDING
DECEMBER 31, 2003.
- -------------------------------------------------------------------------------------------------------
NATIONAL INSTRUMENTS CORPORATION Agenda: 932125669
CUSIP: 636518102 Meeting Type: Annual
Ticker: NATI Meeting Date: 5/11/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 JAMES J. TRUCHARD Mgmt For For
CHARLES J. ROESSLEIN Mgmt For For
02 PROPOSAL TO AMEND AND RESTATE THE Mgmt For For
COMPANY S 1994 INCENTIVE PLAN TO
INCREASE THE NUMBER OF SHARES
RESERVED FOR ISSUANCE THEREUNDER
750,000 SHARES TO AN AGGREGATE OF
16,950,000 SHARES AND TO EXTEND THE
TERMINATION DATE OF THE PLAN BY ONE
- -------------------------------------------------------------------------------------------------------
NEUROCRINE BIOSCIENCES, INC. Agenda: 932156373
CUSIP: 64125C109 Meeting Type: Annual
Ticker: NBIX Meeting Date: 5/26/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 RICHARD F. POPS Mgmt For For
STEPHEN A. SHERWIN, MD Mgmt For For
02 TO RATIFY THE APPOINTMENT OF ERNST & Mgmt For For
YOUNG LLP AS THE COMPANY S
INDEPENDENT PUBLIC ACCOUNTANTS FOR
THE FISCAL YEAR ENDING DECEMBER 31,
03 TO APPROVE AN AMENDMENT TO THE Mgmt For For
COMPANY S 2003 INCENTIVE STOCK PLAN
INCREASING THE NUMBER OF SHARES OF
COMMON STOCK RESERVED FOR ISSUANCE
FROM 1,100,000 TO 2,300,000 SHARES.
- -------------------------------------------------------------------------------------------------------
NEWPARK RESOURCES, INC. Agenda: 932153327
CUSIP: 651718504 Meeting Type: Annual
Ticker: NR Meeting Date: 6/9/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 JERRY W. BOX Mgmt For For
W. THOMAS BALLANTINE Mgmt For For
JAMES D. COLE Mgmt For For
DAVID P. HUNT Mgmt For For
ALAN J. KAUFMAN Mgmt For For
JAMES H. STONE Mgmt For For
ROGER C. STULL Mgmt For For
F. WALKER TUCEI, JR. Mgmt For For
02 PROPOSAL TO ADOPT THE 2004 NON- Mgmt For For
EMPLOYEE DIRECTORS STOCK OPTION
03 PROPOSAL TO RATIFY THE SELECTION OF Mgmt For For
AUDITORS.
- -------------------------------------------------------------------------------------------------------
NEXMED, INC. Agenda: 932157589
CUSIP: 652903105 Meeting Type: Annual
Ticker: NEXM Meeting Date: 5/24/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 SAMI A. HASHIM, M.D. Mgmt For For
MARTIN R. WADE III Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS THE
INDEPENDENT AUDITORS OF THE COMPANY.
- -------------------------------------------------------------------------------------------------------
NEXTEL PARTNERS, INC. Agenda: 932143794
CUSIP: 65333F107 Meeting Type: Annual
Ticker: NXTP Meeting Date: 5/18/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 ADAM ARON Mgmt For For
JOHN CHAPPLE Mgmt For For
STEVEN B. DODGE Mgmt For For
TIMOTHY DONAHUE Mgmt For For
CAROLINE H. RAPKING Mgmt For For
JAMES N. PERRY, JR. Mgmt For For
DENNIS M. WEIBLING Mgmt For For
02 TO RATIFY THE APPOINTMENT BY THE Mgmt For For
AUDIT COMMITTEE OF KPMG LLP AS THE
COMPANY S INDEPENDENT AUDITORS FOR
THE FISCAL YEAR ENDING DECEMBER 31,
03 TO APPROVE AN AMENDMENT TO THE Mgmt For For
COMPANY S STOCK OPTION PLAN TO
INCREASE THE NUMBER OF SHARES OF
CLASS A COMMON STOCK RESERVED UNDER
THE PLAN BY 6,000,000 FROM 28,545,354
TO 34,545,354.
04 TO APPROVE AMENDMENTS TO THE COMPANY S Mgmt For For
RESTATED CERTIFICATE OF
INCORPORATION TO INCREASE THE
AGGREGATE NUMBER OF AUTHORIZED SHARES
OF THE COMPANY S CAPITAL STOCK FROM
713,110,000 TO 1,213,110,000,
INCLUDING AN INCREASE IN THE NUMBER
OF AUTHORIZED SHARES OF COMMON STOCK
AND AN INCREASE IN THE NUMBER OF
AUTHORIZED SHARES OF CLASS B
05 TO APPROVE AN AMENDMENT TO THE Mgmt Against Against
COMPANY S RESTATED CERTIFICATE OF
INCORPORATION TO GRANT THE BOARD OF
DIRECTORS THE AUTHORITY TO ADOPT,
AMEND OR REPEAL THE COMPANY S BYLAWS
WITHOUT STOCKHOLDER APPROVAL.
- -------------------------------------------------------------------------------------------------------
O'CHARLEY'S INC. Agenda: 932151234
CUSIP: 670823103 Meeting Type: Annual
Ticker: CHUX Meeting Date: 5/13/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 WILLIAM F. ANDREWS Mgmt For For
JOHN E. STOKELY Mgmt For For
H. STEVE TIDWELL Mgmt For For
- -------------------------------------------------------------------------------------------------------
OSI PHARMACEUTICALS, INC. Agenda: 932090068
CUSIP: 671040103 Meeting Type: Annual
Ticker: OSIP Meeting Date: 3/17/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 ROBERT A. INGRAM Mgmt For For
COLIN GODDARD, PH.D. Mgmt For For
EDWIN A. GEE, PH.D. Mgmt For For
MICHAEL ATIEH Mgmt For For
G. MORGAN BROWNE Mgmt For For
DARYL K. GRANNER, M.D. Mgmt For For
WALTER M LOVENBERG, PHD Mgmt For For
VIREN MEHTA Mgmt For For
SIR MARK RICHMOND, PHD Mgmt For For
JOHN P. WHITE Mgmt For For
02 PROPOSAL TO ADOPT THE OSI Mgmt Against Against
PHARMACEUTICALS, INC. AMENDED AND
RESTATED STOCK INCENTIVE PLAN.
03 PROPOSAL TO RATIFY THE APPOINTMENT OF Mgmt For For
KPMG LLP AS THE INDEPENDENT PUBLIC
ACCOUNTANTS OF THE CORPORATION FOR
THE FISCAL YEAR ENDING SEPTEMBER 30,
- -------------------------------------------------------------------------------------------------------
1-800-FLOWERS.COM, INC. Agenda: 932060510
CUSIP: 68243Q106 Meeting Type: Annual
Ticker: FLWS Meeting Date: 12/2/2003 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 JEFFREY C. WALKER Mgmt For For
01 KEVIN J. O'CONNOR Mgmt For For
02 TO APPROVE THE SECTION 16 EXECUTIVE Mgmt For For
OFFICERS BONUS PLAN
03 TO APPROVE THE 2003 LONG TERM Mgmt Against Against
INCENTIVE AND SHARE AWARD PLAN
04 RATIFICATION OF INDEPENDENT AUDITORS Mgmt For For
- PROPOSAL TO RATIFY THE SELECTION OF
ERNST & YOUNG LLP, INDEPENDENT PUBLIC
ACCOUNTANTS, AS AUDITORS OF THE
COMPANY FOR THE FISCAL YEAR ENDING
JUNE 27, 2004 AS DESCRIBED IN THE
PROXY STATEMENT.
- -------------------------------------------------------------------------------------------------------
ONYX PHARMACEUTICALS, INC. Agenda: 932167338
CUSIP: 683399109 Meeting Type: Annual
Ticker: ONXX Meeting Date: 6/23/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 NICOLE VITULLO Mgmt For For
02 TO APPROVE AN AMENDMENT TO THE Mgmt Against Against
COMPANY S 1996 EQUITY INCENTIVE PLAN
TO INCREASE THE AGGREGATE NUMBER OF
SHARES OF COMMON STOCK AUTHORIZED FOR
ISSUANCE UNDER THE PLAN BY 600,000
SHARES.
03 TO APPROVE AN AMENDMENT TO THE Mgmt Against Against
COMPANY S 1996 NON-EMPLOYEE DIRECTORS
STOCK OPTION PLAN TO INCREASE THE
NUMBER OF SHARES OF COMMON STOCK
SUBJECT TO THE ANNUAL OPTION GRANT TO
EACH NON-EMPLOYEE DIRECTOR UNDER THE
PLAN TO 10,000 SHARES FROM 5,000
04 TO RATIFY SELECTION OF ERNST & YOUNG Mgmt For For
LLP AS INDEPENDENT AUDITORS OF THE
COMPANY FOR ITS FISCAL YEAR ENDING
DECEMBER 31, 2004.
- -------------------------------------------------------------------------------------------------------
ORBITZ, INC. Agenda: 932149758
CUSIP: 68556Y100 Meeting Type: Annual
Ticker: ORBZ Meeting Date: 6/2/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 DENISE K. FLETCHER Mgmt For For
02 APPROVAL OF KPMG LLP AS AUDITORS OF Mgmt For For
THE COMPANY FOR 2004.
- -------------------------------------------------------------------------------------------------------
OVERNITE CORP Agenda: 932173482
CUSIP: 690322102 Meeting Type: Annual
Ticker: OVNT Meeting Date: 6/24/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 THOMAS N. ALLEN Mgmt For For
THOMAS J. DONOHUE, JR. Mgmt For For
CHARLES H. FOSTER, JR. Mgmt For For
PATRICK D. HANLEY Mgmt For For
MICHAEL D. JORDAN Mgmt For For
HAROLD D. MARSHALL Mgmt For For
GEORGE J. MATKOV, JR. Mgmt For For
LEO H. SUGGS Mgmt For For
02 THE PROPOSAL TO RATIFY THE Mgmt For For
APPOINTMENT OF DELOITTE & TOUCHE LLP
AS THE INDEPENDENT PUBLIC ACCOUNTANTS
FOR THE COMPANY FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2004.
- -------------------------------------------------------------------------------------------------------
OWENS-ILLINOIS, INC. Agenda: 932130189
CUSIP: 690768403 Meeting Type: Annual
Ticker: OI Meeting Date: 5/12/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 ROBERT J. DINEEN Mgmt For For
JAMES H. GREENE, JR. Mgmt For For
THOMAS L. YOUNG Mgmt For For
02 APPROVAL OF THE 2004 EQUITY INCENTIVE Mgmt For For
PLAN FOR DIRECTORS OF OWENS-
ILLINOIS, INC.
03 APPROVAL OF THE INCENTIVE BONUS PLAN. Mgmt For For
- -------------------------------------------------------------------------------------------------------
PDF SOLUTIONS, INC. Agenda: 932147324
CUSIP: 693282105 Meeting Type: Annual
Ticker: PDFS Meeting Date: 5/19/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 JOHN K. KIBARIAN Mgmt For For
SUSAN BILLAT Mgmt For For
02 PROPOSAL TO APPROVE THE AMENDMENT OF Mgmt Against Against
THE 2001 STOCK PLAN TO INCREASE THE
ANNUAL GRANT OF OPTIONS TO NON
EMPLOYEE DIRECTORS FROM 10,000 SHARES
PER YEAR TO 15,000 SHARES PER YEAR.
03 PROPOSAL TO RATIFY THE APPOINTMENT BY Mgmt For For
THE AUDIT COMMITTEE OF DELOITTE &
TOUCHE LLP AS THE INDEPENDENT
AUDITORS OF THE COMPANY FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2004.
- -------------------------------------------------------------------------------------------------------
P.F. CHANG'S CHINA BISTRO, INC. Agenda: 932127497
CUSIP: 69333Y108 Meeting Type: Annual
Ticker: PFCB Meeting Date: 4/23/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 RICHARD L. FEDERICO Mgmt For For
R. MICHAEL WELBORN Mgmt For For
JAMES G. SHENNAN, JR. Mgmt For For
F. LANE CARDWELL, JR. Mgmt For For
KENNETH J. WESSELS Mgmt For For
M. ANN RHOADES Mgmt For For
LESLEY H. HOWE Mgmt For For
02 APPOINTMENT OF ERNST & YOUNG LLP AS Mgmt For For
INDEPENDENT AUDITORS FOR THE YEAR
ENDING JANUARY 2, 2005.
03 AMENDMENT TO THE STOCK OPTION PLAN. Mgmt Against Against
04 APPROVAL OF ADJOURNMENT OF THE Mgmt Against Against
MEETING, IF NECESSARY, TO SOLICIT
ADDITIONAL PROXIES.
- -------------------------------------------------------------------------------------------------------
PMC-SIERRA, INC. Agenda: 932150826
CUSIP: 69344F106 Meeting Type: Annual
Ticker: PMCS Meeting Date: 5/14/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 ROBERT BAILEY Mgmt For For
ALEXANDRE BALKANSKI Mgmt For For
RICHARD BELLUZZO Mgmt For For
JAMES DILLER Mgmt For For
JONATHAN JUDGE Mgmt For For
WILLIAM KURTZ Mgmt For For
FRANK MARSHALL Mgmt For For
LEWIS WILKS Mgmt For For
02 TO RATIFY THE APPOINTMENT OF DELOITTE Mgmt For For
& TOUCHE LLP AS THE COMPANY S
INDEPENDENT AUDITORS FOR THE 2004
FISCAL YEAR.
- -------------------------------------------------------------------------------------------------------
PALM HARBOR HOMES, INC. Agenda: 932018864
CUSIP: 696639103 Meeting Type: Annual
Ticker: PHHM Meeting Date: 7/23/2003 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 LARRY H. KEENER Mgmt For For
JERRY D. MALLONEE Mgmt For For
FREDERICK R. MEYER Mgmt For For
LEE POSEY Mgmt For For
W.D. ROSENBERG, JR. Mgmt For For
A. GARY SHILLING Mgmt For For
WILLIAM R. THOMAS Mgmt For For
JOHN H. WILSON Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF Mgmt For For
ERNST & YOUNG LLP AS THE INDEPENDENT
AUDITORS FOR THE FISCAL YEAR ENDING
MARCH 26, 2004.
- -------------------------------------------------------------------------------------------------------
PANERA BREAD COMPANY Agenda: 932155181
CUSIP: 69840W108 Meeting Type: Annual
Ticker: PNRA Meeting Date: 5/27/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 LARRY J. FRANKLIN Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS
INDEPENDENT PUBLIC ACCOUNTANTS FOR
THE COMPANY FOR THE FISCAL YEAR
ENDING DECEMBER 25, 2004.
- -------------------------------------------------------------------------------------------------------
PARAMETRIC TECHNOLOGY CORPORATION Agenda: 932087047
CUSIP: 699173100 Meeting Type: Annual
Ticker: PMTC Meeting Date: 3/3/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 MICHAEL E. PORTER Mgmt For For
NOEL G. POSTERNAK Mgmt For For
02 APPROVE AN INCREASE IN THE NUMBER OF Mgmt For For
SHARES ISSUABLE UNDER PTC S 2000
EMPLOYEE STOCK PURCHASE PLAN (ESPP)
BY 8,000,000 SHARES.
03 CONFIRM THE SELECTION OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS PTC S
INDEPENDENT AUDITORS FOR THE CURRENT
FISCAL YEAR.
- -------------------------------------------------------------------------------------------------------
PATINA OIL & GAS CORPORATION Agenda: 932159292
CUSIP: 703224105 Meeting Type: Annual
Ticker: POG Meeting Date: 5/20/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 CHARLES E. BAYLESS Mgmt For For
JEFFREY L. BERENSON Mgmt For For
ROBERT J. CLARK Mgmt For For
JAY W. DECKER Mgmt For For
THOMAS J. EDELMAN Mgmt For For
ELIZABETH K. LANIER Mgmt For For
ALEXANDER P. LYNCH Mgmt For For
PAUL M. RADY Mgmt For For
JON R. WHITNEY Mgmt For For
02 TO CONSIDER AND ADOPT AN AMENDMENT TO Mgmt For For
THE COMPANY S CERTIFICATE OF
INCORPORATION INCREASING THE NUMBER
OF AUTHORIZED SHARES OF COMMON STOCK,
PAR VALUE $0.01 PER SHARE (THE COMMON
STOCK), FROM 100 MILLION TO 250
MILLION SHARES.
03 TO RATIFY THE APPOINTMENT OF DELOITTE Mgmt For For
& TOUCHE LLP AS THE COMPANY S
INDEPENDENT AUDITORS FOR THE CURRENT
FISCAL YEAR.
04 TO TRANSACT ANY OTHER BUSINESS WHICH Mgmt For For
PROPERLY MAY BE BROUGHT BEFORE THE
ANNUAL MEETING OR ANY ADJOURNMENT(S)
THEREOF.
- -------------------------------------------------------------------------------------------------------
PAYLESS SHOESOURCE, INC. Agenda: 932145596
CUSIP: 704379106 Meeting Type: Contested Annual
Ticker: PSS Meeting Date: 5/27/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
I DANIEL BOGGAN JR. Mgmt For For
MICHAEL E. MURPHY Mgmt For For
ROBERT C. WHEELER Mgmt For For
II RATIFY THE APPOINTMENT OF DELOITTE & Mgmt For For
TOUCHE LLP AS INDEPENDENT PUBLIC
ACCOUNTANTS FOR FISCAL YEAR 2004.
- -------------------------------------------------------------------------------------------------------
PENWEST PHARMACEUTICALS CO. Agenda: 932160132
CUSIP: 709754105 Meeting Type: Annual
Ticker: PPCO Meeting Date: 6/2/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 PAUL E. FREIMAN Mgmt For For
ROLF H. HENEL Mgmt For For
02 APPROVAL OF AN AMENDMENT TO THE Mgmt For For
COMPANY S AMENDED AND RESTATED
ARTICLES OF INCORPORATION INCREASING
THE NUMBER OF AUTHORIZED SHARES OF
COMMON STOCK TO 60,000,000.
03 RATIFICATION OF THE APPOINTMENT OF Mgmt For For
ERNST & YOUNG LLP AS INDEPENDENT
AUDITORS FOR THE COMPANY FOR THE
CURRENT FISCAL YEAR.
- -------------------------------------------------------------------------------------------------------
PERFORMANCE FOOD GROUP COMPANY Agenda: 932143655
CUSIP: 713755106 Meeting Type: Annual
Ticker: PFGC Meeting Date: 5/19/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 MARY C. DOSWELL Mgmt For For
FRED C. GOAD, JR. Mgmt For For
ROBERT C. SLEDD Mgmt For For
02 AMENDMENT OF THE EMPLOYEE STOCK Mgmt For For
PURCHASE PLAN.
- -------------------------------------------------------------------------------------------------------
PT INDONESIAN SATELLITE CORP. TBK Agenda: 932197987
CUSIP: 715680104 Meeting Type: Annual
Ticker: IIT Meeting Date: 6/22/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 TO APPROVE THE ANNUAL REPORT AND TO Mgmt no action
RATIFY THE FINANCIAL STATEMENT OF THE
COMPANY FOR THE FINANCIAL YEAR ENDED
DECEMBER 31, 2003.
02 TO APPROVE THE ALLOCATIONS OF NET Mgmt no action
PROFIT FOR RESERVE FUND, DIVIDENDS
AND OTHER PURPOSES AND TO APPROVE THE
DETERMINATION OF THE AMOUNT, TIME
AND MANNER OF PAYMENT OF DIVIDENDS
FOR THE FINANCIAL YEAR ENDED DECEMBER
03 TO DETERMINE THE REMUNERATION FOR THE Mgmt no action
BOARD OF COMMISSIONER OF THE COMPANY
FOR YEAR 2004 AND THE BONUS FOR THE
BOARD OF COMMISSIONER OF THE COMPANY
FOR YEAR 2003.
04 TO APPROVE THE APPOINTMENT OF THE Mgmt no action
COMPANY S INDEPENDENT AUDITOR FOR THE
FINANCIAL YEAR ENDED DECEMBER 31,
05 TO APPROVE THE SECOND PHASE EXERCISE Mgmt no action
PRICE IN RELATION TO THE COMPANY S
EMPLOYEE STOCK OPTION PROGRAM (ESOP),
WHICH HAS BEEN APPROVED DURING THE
ANNUAL GENERAL MEETING OF
SHAREHOLDERS, HELD ON JUNE 26, 2003.
06 TO APPROVE THE PROPOSED CHANGE OF Mgmt no action
COMPOSITION OF THE BOARD OF
COMMISSIONERS AND/OR BOARD OF
DIRECTORS OF THE COMPANY.
- -------------------------------------------------------------------------------------------------------
PT INDONESIAN SATELLITE CORP. TBK Agenda: 932059795
CUSIP: 715680104 Meeting Type: Special
Ticker: IIT Meeting Date: 11/11/2003 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 TO APPROVE THE MERGER OF THE COMPANY, Mgmt For For
PT SATELLITE PALAPA INDONESIA, PT
INDOSAR MULTI MEDIA MOBILE AND PT
BIRNAGRAPHA TELEKOMINDO, WITH THE
COMPANY CONTINUING AS THE SURVIVING
COMPANY (THE MERGER) AND TO APPROVE
THE MERGER PLAN AND THE DRAFT MERGER
DEED AS WELL AS TO AUTHORIZE THE
BOARD TO FINALIZE AND EXECUTE THE
MERGER AND TAKE ACTION IN CONNECTION
02 TO APPROVE AMENDMENTS TO THE ARTICLES Mgmt For For
OF ASSOCIATION OF THE COMPANY, ALL
AS MORE FULLY DESCRIBED IN THE NOTICE
OF MEETING.
- -------------------------------------------------------------------------------------------------------
PT INDONESIAN SATELLITE CORP. TBK Agenda: 932096818
CUSIP: 715680104 Meeting Type: Special
Ticker: IIT Meeting Date: 3/8/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 TO APPROVE THE CHANGE OF NOMINAL Mgmt For For
VALUE OF THE SHARES OF THE COMPANY IN
CONNECTION WITH THE STOCK SPLIT FROM
RP 500 PER SHARE TO BECOME RP 100
PER SHARE, AND THE AMENDMENT TO THE
ARTICLES OF ASSOCIATION WITH RESPECT
TO SUCH STOCK SPLIT.
02 TO APPROVE THE DELEGATION OF Mgmt For For
AUTHORITY TO THE BOARD OF
COMMISSIONERS TO DETERMINE THE
SALARY, INCENTIVES, INSURANCE,
REMUNERATION AND OTHER FACILITIES AND
ALLOWANCES OF THE DIRECTORS OF THE
- -------------------------------------------------------------------------------------------------------
PETROFALCON CORPORATION Agenda: 932184500
CUSIP: 716474101 Meeting Type: Special
Ticker: PFCXF Meeting Date: 6/15/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 TO FIX THE BOARD OF DIRECTORS OF THE Mgmt no action
CORPORATION AT SIX (6) MEMBERS.
02 THE ELECTION OF THE DIRECTORS AS Mgmt no action
NOMINATED BY MANAGEMENT OF THE
CORPORATION IN THE ACCOMPANYING
MANAGEMENT INFORMATION CIRCULAR
(MANAGEMENT INFORMATION CIRCULAR)
PREPARED FOR THE PURPOSE OF THE
MEETING.
03 THE APPOINTMENT OF Mgmt no action
PRICEWATERHOUSECOOPERS LLP, CHARTERED
ACCOUNTANTS, AS AUDITORS OF THE
CORPORATION FOR THE ENSUING YEAR AND
AUTHORIZING THE DIRECTORS OF THE
CORPORATION TO FIX THE AUDITORS
REMUNERATION.
04 THE ORDINARY RESOLUTION AS MORE Mgmt no action
PARTICULARLY SET FORTH IN THE
MANAGEMENT INFORMATION CIRCULAR
AUTHORIZING THE ISSUANCE OF UP TO
71,083,682 COMMON SHARES OF THE
CORPORATION OR SECURITIES CONVERTIBLE
INTO COMMON SHARES OF THE
CORPORATION PURSUANT TO ONE OR MORE
PRIVATE PLACEMENTS IN THE TWELVE (12)
MONTHS COMMENCING JUNE 15, 2004 ON
THE TERMS AND CONDITIONS SET FORTH IN
THE MANAGEMENT INFORMATION CIRCULAR.
- -------------------------------------------------------------------------------------------------------
PHILLIPS-VAN HEUSEN CORPORATION Agenda: 932165827
CUSIP: 718592108 Meeting Type: Annual
Ticker: PVH Meeting Date: 6/15/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 EDWARD H. COHEN Mgmt For For
JOSEPH B. FULLER Mgmt For For
JOEL H. GOLDBERG Mgmt For For
MARC GROSMAN Mgmt For For
BRUCE J. KLATSKY Mgmt For For
01 HARRY N.S. LEE Mgmt For For
BRUCE MAGGIN Mgmt For For
PETER J. SOLOMON Mgmt For For
MARK WEBER Mgmt For For
02 APPROVAL OF THE AMENDMENT TO INCREASE Mgmt Against Against
THE MAXIMUM ANNUAL GRANT UNDER THE
COMPANY S 2003 STOCK OPTION PLAN
03 APPOINTMENT OF AUDITORS Mgmt For For
- -------------------------------------------------------------------------------------------------------
PINNACLE ENTERTAINMENT, INC. Agenda: 932140495
CUSIP: 723456109 Meeting Type: Annual
Ticker: PNK Meeting Date: 5/4/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 DANIEL R. LEE Mgmt For For
JOHN V. GIOVENCO Mgmt For For
RICHARD J. GOEGLEIN Mgmt For For
BRUCE A. LESLIE Mgmt For For
JAMES L. MARTINEAU Mgmt For For
MICHAEL ORNEST Mgmt For For
TIMOTHY J. PARROTT Mgmt For For
LYNN P. REITNOUER Mgmt For For
- -------------------------------------------------------------------------------------------------------
POWER INTEGRATIONS, INC. Agenda: 932159153
CUSIP: 739276103 Meeting Type: Annual
Ticker: POWI Meeting Date: 6/3/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 R. SCOTT BROWN Mgmt For For
STEVEN J. SHARP Mgmt For For
02 TO APPROVE AN AMENDMENT TO THE POWER Mgmt Against Against
INTEGRATIONS, INC. 1997 STOCK OPTION
PLAN WHICH PROVIDES THAT EFFECTIVE
JANUARY 1, 2005, 750,000 SHARES WHICH
WOULD OTHERWISE ONLY BE AVAILABLE FOR
GRANT UNDER THE PLAN PURSUANT TO
NONSTATUTORY STOCK OPTIONS MAY
INSTEAD BE GRANTED PURSUANT TO
INCENTIVE STOCK OPTIONS.
03 TO APPROVE AN INCREASE IN THE NUMBER Mgmt For For
OF SHARES RESERVED FOR ISSUANCE UNDER
THE POWER INTEGRATIONS, INC. 1997
EMPLOYEE STOCK PURCHASE PLAN FROM
1,500,000 TO 2,000,000 SHARES OF
COMMON STOCK.
04 TO RATIFY THE APPOINTMENT OF KPMG LLP Mgmt For For
AS POWER INTEGRATIONS, INC. S NEW
INDEPENDENT AUDITORS FOR THE FISCAL
YEAR ENDED 2004.
- -------------------------------------------------------------------------------------------------------
PREMCOR INC. Agenda: 932122079
CUSIP: 74045Q104 Meeting Type: Annual
Ticker: PCO Meeting Date: 5/18/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 THOMAS D. O'MALLEY Mgmt For For
JEFFERSON F. ALLEN Mgmt For For
WAYNE A. BUDD Mgmt For For
STEPHEN I. CHAZEN Mgmt For For
MARSHALL A. COHEN Mgmt For For
DAVID I. FOLEY Mgmt For For
ROBERT L. FRIEDMAN Mgmt For For
RICHARD C. LAPPIN Mgmt For For
WILKES MCCLAVE III Mgmt For For
02 PROPOSAL TO AMEND THE PREMCOR 2002 Mgmt For For
EQUITY INCENTIVE PLAN.
03 PROPOSAL TO RATIFY THE APPOINTMENT OF Mgmt For For
DELOITTE & TOUCHE LLP AS INDEPENDENT
AUDITORS OF PREMCOR INC. FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2004.
- -------------------------------------------------------------------------------------------------------
PRIMA ENERGY CORPORATION Agenda: 932145940
CUSIP: 741901201 Meeting Type: Annual
Ticker: PENG Meeting Date: 5/20/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 JAMES R. CUMMINGS Mgmt For For
GEORGE L. SEWARD Mgmt For For
02 PROPOSAL TO AMEND THE PRIMA ENERGY Mgmt For For
CORPORATION NON-EMPLOYEE DIRECTORS
STOCK OPTION PLAN TO INCREASE THE
NUMBER OF SHARES AVAILABLE FOR
ISSUANCE UNDER THE PLAN FROM 225,000
TO 400,000.
03 PROPOSAL TO RATIFY THE SELECTION OF Mgmt For For
DELOITTE & TOUCHE LLP AS INDEPENDENT
AUDITORS OF PRIMA ENERGY CORPORATION
FOR FISCAL 2004.
- -------------------------------------------------------------------------------------------------------
QUICKSILVER RESOURCES INC. Agenda: 932153303
CUSIP: 74837R104 Meeting Type: Annual
Ticker: KWK Meeting Date: 5/18/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 ANNE DARDEN SELF Mgmt For For
STEVEN M. MORRIS Mgmt For For
02 APPOINTMENT OF DELOITTE & TOUCHE LLP Mgmt For For
AS INDEPENDENT AUDITORS OF THE
03 AMENDMENT TO THE RESTATED CERTIFICATE Mgmt For For
OF INCORPORATION.
04 AMENDMENT TO THE 1999 STOCK OPTION Mgmt For For
AND RETENTION STOCK PLAN.
05 2004 NON-EMPLOYEE DIRECTOR STOCK Mgmt For For
OPTION PLAN.
- -------------------------------------------------------------------------------------------------------
RARE HOSPITALITY INTERNATIONAL, INC. Agenda: 932139517
CUSIP: 753820109 Meeting Type: Annual
Ticker: RARE Meeting Date: 5/10/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 JAMES D. DIXON* Mgmt For For
EUGENE I. LEE, JR.* Mgmt For For
RONALD W. SAN MARTIN* Mgmt For For
ROGER L. BOEVE** Mgmt For For
02 TO APPROVE AMENDMENTS TO THE RARE Mgmt Against Against
HOSPITALITY INTERNATIONAL, INC.
AMENDED AND RESTATED 2002 LONG-TERM
INCENTIVE PLAN.
03 TO RATIFY THE SELECTION OF KPMG LLP Mgmt For For
TO SERVE AS THE INDEPENDENT AUDITORS
OF THE COMPANY FOR THE FISCAL YEAR
ENDING DECEMBER 27, 2004.
- -------------------------------------------------------------------------------------------------------
RESTORATION HARDWARE, INC. Agenda: 932016694
CUSIP: 760981100 Meeting Type: Annual
Ticker: RSTO Meeting Date: 7/17/2003 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 ROBERT E. CAMP Mgmt For For
JOHN W. TATE Mgmt For For
02 RATIFY THE SELECTION OF DELOITTE & Mgmt For For
TOUCHE LLP AS THE INDEPENDENT
AUDITORS OF THE COMPANY FOR THE
FISCAL YEAR ENDING JANUARY 31, 2004.
- -------------------------------------------------------------------------------------------------------
RESMED INC. Agenda: 932057056
CUSIP: 761152107 Meeting Type: Annual
Ticker: RMD Meeting Date: 11/13/2003 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 PETER C. FARRELL Mgmt For For
GARY W. PACE Mgmt For For
02 TO APPROVE THE 2003 EMPLOYEE STOCK Mgmt For For
PURCHASE PLAN, UNDER WHICH AN
AGGREGATE OF 3,250,000 SHARES WOULD
BE AVAILABLE FOR ISSUANCE.
03 TO APPROVE AN INCREASE IN THE MAXIMUM Mgmt Against Against
AGGREGATE AMOUNT OF DIRECTORS FEES
THAT MAY BE PAID IN ANY FISCAL YEAR
TO ALL NON-EXECUTIVE DIRECTORS, AS A
GROUP, FROM CURRENT PAYMENTS OF
$50,000 TO A MAXIMUM AGGREGATE AMOUNT
NOT TO EXCEED $400,000 DURING ANY
FISCAL YEAR.
04 TO RATIFY THE SELECTION OF KPMG LLP Mgmt For For
AS OUR INDEPENDENT AUDITORS TO
EXAMINE OUR CONSOLIDATED FINANCIAL
STATEMENTS FOR THE FISCAL YEAR ENDING
JUNE 30, 2004.
- -------------------------------------------------------------------------------------------------------
RIGEL PHARMACEUTICALS, INC. Agenda: 932179472
CUSIP: 766559603 Meeting Type: Annual
Ticker: RIGL Meeting Date: 6/10/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 JEAN DELEAGE, PH.D. Mgmt For For
ALAN D. FRAZIER Mgmt For For
02 RATIFICATION OF THE SELECTION OF Mgmt For For
ERNST & YOUNG LLP AS RIGEL S
INDEPENDENT AUDITORS FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2004.
- -------------------------------------------------------------------------------------------------------
ROGERS CORPORATION Agenda: 932118119
CUSIP: 775133101 Meeting Type: Annual
Ticker: ROG Meeting Date: 4/29/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 TO FIX THE NUMBER OF PERSONS Mgmt For For
CONSTITUTING THE FULL BOARD OF
DIRECTORS AT NINE.
02 LEONARD M. BAKER Mgmt For For
WALTER E. BOOMER Mgmt For For
02 EDWARD L. DIEFENTHAL Mgmt For For
GREGORY B. HOWEY Mgmt For For
LEONARD R. JASKOL Mgmt For For
EILEEN S. KRAUS Mgmt For For
WILLIAM E. MITCHELL Mgmt For For
ROBERT G. PAUL Mgmt For For
ROBERT D. WACHOB Mgmt For For
03 TO RATIFY THE APPOINTMENT OF ERNST & Mgmt For For
YOUNG LLP AS ROGERS CORPORATION S
INDEPENDENT AUDITORS FOR THE FISCAL
YEAR ENDING JANUARY 2, 2005.
04 TO AMEND THE SECOND SENTENCE OF Mgmt For For
ARTICLE II, SECTION 2 OF THE BY-LAWS
TO EXTEND THE RETIREMENT AGE OF
DIRECTORS FROM THE AGE OF SEVENTY TO
THE AGE OF SEVENTY-TWO.
- -------------------------------------------------------------------------------------------------------
ROWAN COMPANIES, INC. Agenda: 932098292
CUSIP: 779382100 Meeting Type: Annual
Ticker: RDC Meeting Date: 4/23/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 WILLIAM T. FOX III Mgmt For For
SIR GRAHAM HEARNE Mgmt For For
H.E. LENTZ Mgmt For For
P. DEXTER PEACOCK Mgmt For For
- -------------------------------------------------------------------------------------------------------
ROYAL GROUP TECHNOLOGIES LIMITED Agenda: 932091159
CUSIP: 779915107 Meeting Type: Special
Ticker: RYG Meeting Date: 2/25/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1 ELECTION OF DIRECTORS Mgmt For For
2 THE APPOINTMENT OF AUDITORS AND THE Mgmt For For
AUTHORIZATION OF DIRECTORS TO FIX THE
AUDITORS REMUNERATION
3 CONSIDERING AND, IF DEEMED Mgmt For For
APPROPRIATE, ADOPTING, WITH OR
WITHOUT VARIATION, A RESOLUTION
CONFIRMING THE NEW GENERAL BY-LAW OF
THE CORPORATION ENACTED BY THE BOARD
OF DIRECTORS ON DECEMBER 11, 2003, AS
A BY-LAW OF THE CORPORATION
REPEALING ALL PREVIOUS BY-LAWS
4 CONSIDERING AND, IF DEEMED Mgmt For For
APPROPRIATE, ADOPTING, WITH OR
WITHOUT VARIATION, A RESOLUTION
APPROVING THE ADOPTION OF A NEW
RESTRICTED STOCK UNIT PLAN OF THE
CORPORATION AND THE EXCHANGE OF
CERTAIN STOCK OPTIONS GRANTED UNDER
THE CORPORATION S 1994 STOCK OPTION
PLAN FOR RESTRICTED STOCK UNITS UNDER
THE RESTRICTED STOCK UNIT PLAN.
5 CONSIDERING AND, IF DEEMED Mgmt For For
APPROPRIATE, ADOPTING, WITH OR
WITHOUT VARIATION, A RESOLUTION
APPROVING THE ADOPTION OF A NEW
SENIOR MANAGEMENT INCENTIVE PLAN OF
- -------------------------------------------------------------------------------------------------------
SCHOOL SPECIALTY, INC. Agenda: 932032751
CUSIP: 807863105 Meeting Type: Annual
Ticker: SCHS Meeting Date: 8/26/2003 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 DAVID J. VANDER ZANDEN Mgmt For For
ROCHELLE LAMM Mgmt For For
02 RATIFY DELOITTE & TOUCHE LLP AS Mgmt For For
SCHOOL SPECIALTY S INDEPENDENT
AUDITORS FOR FISCAL 2004.
- -------------------------------------------------------------------------------------------------------
SEMTECH CORPORATION Agenda: 932170006
CUSIP: 816850101 Meeting Type: Annual
Ticker: SMTC Meeting Date: 6/10/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 GLEN M. ANTLE Mgmt For For
JAMES P. BURRA Mgmt For For
JASON L. CARLSON Mgmt For For
ROCKELL N. HANKIN Mgmt For For
JAMES T. LINDSTROM Mgmt For For
JOHN L. PIOTROWSKI Mgmt For For
JOHN D. POE Mgmt For For
JAMES T. SCHRAITH Mgmt For For
02 PROPOSAL TO RATIFY THE SELECTION OF Mgmt For For
ERNST & YOUNG LLP AS THE COMPANY S
INDEPENDENT PUBLIC ACCOUNTANTS FOR
THE CURRENT FISCAL YEAR
- -------------------------------------------------------------------------------------------------------
SERVICE CORPORATION INTERNATIONAL Agenda: 932134757
CUSIP: 817565104 Meeting Type: Annual
Ticker: SRV Meeting Date: 5/13/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 ALAN R. BUCKWALTER III Mgmt For For
S. MALCOLM GILLIS Mgmt For For
B.D. HUNTER Mgmt For For
VICTOR L. LUND Mgmt For For
JOHN W. MECOM, JR. Mgmt For For
THOMAS L. RYAN Mgmt For For
02 APPROVAL OF THE SELECTION OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS THE
COMPANY S INDEPENDENT ACCOUNTANTS FOR
FISCAL 2004.
03 APPROVAL OF A PROPOSAL TO AMEND AND Mgmt Against Against
RE-APPROVE THE AMENDED 1996 INCENTIVE
PLAN.
- -------------------------------------------------------------------------------------------------------
SHARPER IMAGE CORPORATION Agenda: 932177113
CUSIP: 820013100 Meeting Type: Annual
Ticker: SHRP Meeting Date: 6/7/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 RICHARD J. THALHEIMER Mgmt For For
ALAN R. THALHEIMER Mgmt For For
GERALD NAPIER Mgmt For For
MORTON DAVID Mgmt For For
GEORGE JAMES Mgmt For For
02 PROPOSAL TO AUTHORIZE AN AMENDMENT TO Mgmt For For
THE COMPANY S CERTIFICATE OF
INCORPORATION TO INCREASE THE NUMBER
OF AUTHORIZED SHARES OF COMMON STOCK
FROM 25,000,000 TO 50,000,000 SHARES.
03 PROPOSAL TO RATIFY THE SELECTION OF Mgmt For For
DELOITTE & TOUCHE LLP AS THE COMPANY S
INDEPENDENT AUDITOR.
- -------------------------------------------------------------------------------------------------------
SINO-FOREST CORPORATION Agenda: 932176589
CUSIP: 82934H101 Meeting Type: Special
Ticker: SNOFF Meeting Date: 6/21/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 TO ELECT THE PROPOSED NOMINEES SET Mgmt no action
FORTH IN THE MANAGEMENT INFORMATION
CIRCULAR FURNISHED IN CONNECTION WITH
THE MEETING AS DIRECTORS OF THE
CORPORATION.
02 TO APPOINT ERNST & YOUNG LLP, AS Mgmt no action
AUDITOR OF THE CORPORATION FOR THE
ENSUING YEAR AND TO AUTHORIZE THE
DIRECTORS OF THE CORPORATION TO FIX
THE REMUNERATION TO BE PAID TO THE
AUDITOR.
03 TO CONSIDER AND, IF THOUGHT Mgmt no action
ADVISABLE, APPROVE A SPECIAL
RESOLUTION AUTHORIZING AN AMENDMENT
TO THE ARTICLES OF THE CORPORATION
WHICH WOULD RESTRUCTURE THE SHARE
CAPITAL OF THE CORPORATION, AS
DESCRIBED IN GREATER DETAIL IN THE
ACCOMPANYING MANAGEMENT INFORMATION
- -------------------------------------------------------------------------------------------------------
SIRVA, INC. Agenda: 932143338
CUSIP: 82967Y104 Meeting Type: Annual
Ticker: SIR Meeting Date: 5/27/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 KATHLEEN J. AFFELDT Mgmt For For
RICHARD J. SCHNALL Mgmt For For
CARL T. STOCKER Mgmt For For
02 THE RATIFICATION OF THE AUDIT Mgmt For For
COMMITTEE S APPOINTMENT OF
PRICEWATERHOUSECOOPERS LLP AS SIRVA S
INDEPENDENT AUDITORS.
- -------------------------------------------------------------------------------------------------------
SOHU.COM INC. Agenda: 932147095
CUSIP: 83408W103 Meeting Type: Annual
Ticker: SOHU Meeting Date: 5/14/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 EDWARD B. ROBERTS Mgmt For For
THOMAS GURNEE Mgmt For For
MARY MA Mgmt For For
02 APPROVAL OF AMENDMENT TO THE 2000 Mgmt Against Against
STOCK INCENTIVE PLAN.
03 APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
AS INDEPENDENT PUBLIC ACCOUNTANTS.
- -------------------------------------------------------------------------------------------------------
SONIC CORP. Agenda: 932077325
CUSIP: 835451105 Meeting Type: Annual
Ticker: SONC Meeting Date: 1/21/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 J. CLIFFORD HUDSON Mgmt For For
ROBERT M. ROSENBERG Mgmt For For
FEDERICO F. PENA Mgmt For For
02 ANY OTHER MATTER PROPERLY COMING Mgmt For For
BEFORE THE MEETING, UPON WHICH THE
PERSONS NAMED ABOVE WILL VOTE FOR OR
AGAINST, IN THEIR SOLE DISCRETION, OR
UPON WHICH THE PERSONS NAMED ABOVE
WILL ABSTAIN FROM VOTING, IN THEIR
SOLE DISCRETION. (PLEASE BE ADVISED
THAT THE ONLY VALID VOTING OPTIONS
FOR PROPOSAL 2 ARE EITHER FOR OR
ABSTAIN ONLY).
- -------------------------------------------------------------------------------------------------------
SOUTHWEST BANCORPORATION OF TEXAS, I Agenda: 932124465
CUSIP: 84476R109 Meeting Type: Annual
Ticker: SWBT Meeting Date: 5/5/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 ERNEST H. COCKRELL Mgmt For For
FRED R. LUMMIS Mgmt For For
PAUL B. MURPHY, JR. Mgmt For For
THOMAS F. SORIERO, SR. Mgmt For For
02 PROPOSAL TO APPROVE AMENDMENTS TO THE Mgmt For For
COMPANY S NON-EMPLOYEE DIRECTORS
DEFERRED FEE PLAN
03 PROPOSAL TO APPROVE THE ADOPTION OF Mgmt For For
THE 2004 OMNIBUS INCENTIVE PLAN
04 PROPOSAL TO RATIFY THE SELECTION OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS THE
COMPANY S INDEPENDENT AUDITORS FOR
THE YEAR ENDING DECEMBER 31, 2004
- -------------------------------------------------------------------------------------------------------
SPINNAKER EXPLORATION COMPANY Agenda: 932123552
CUSIP: 84855W109 Meeting Type: Annual
Ticker: SKE Meeting Date: 5/5/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 ROGER L. JARVIS Mgmt For For
HOWARD H. NEWMAN Mgmt For For
JEFFREY A. HARRIS Mgmt For For
01 MICHAEL E. MCMAHON Mgmt For For
SHELDON R. ERIKSON Mgmt For For
MICHAEL E. WILEY Mgmt For For
02 TO RATIFY SELECTION OF INDEPENDENT Mgmt For For
AUDITORS
- -------------------------------------------------------------------------------------------------------
THE STEAK N SHAKE COMPANY Agenda: 932079317
CUSIP: 857873103 Meeting Type: Annual
Ticker: SNS Meeting Date: 2/11/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 PETER M. DUNN Mgmt For For
ALAN B. GILMAN Mgmt For For
STEPHEN GOLDSMITH Mgmt For For
WAYNE L. KELLEY Mgmt For For
CHARLES E. LANHAM Mgmt For For
RUTH J. PERSON Mgmt For For
J. FRED RISK Mgmt For For
JOHN W. RYAN Mgmt For For
JAMES WILLIAMSON, JR. Mgmt For For
02 PROPOSAL TO APPROVE THE COMPANY S Mgmt For For
AMENDED AND RESTATED 1997 CAPITAL
APPRECIATION PLAN, AS ADOPTED BY THE
BOARD OF DIRECTORS.
03 PROPOSAL TO APPROVE THE COMPANY S Mgmt For For
2004 DIRECTOR STOCK OPTION PLAN, AS
ADOPTED BY THE BOARD OF DIRECTORS.
04 PROPOSAL TO RATIFY THE SELECTION OF Mgmt For For
DELOITTE & TOUCHE, LLP AS THE
COMPANY S INDEPENDENT AUDITORS FOR
THE FISCAL YEAR ENDING SEPTEMBER 29,
- -------------------------------------------------------------------------------------------------------
STERLING BANCSHARES, INC. Agenda: 932110997
CUSIP: 858907108 Meeting Type: Annual
Ticker: SBIB Meeting Date: 4/26/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 JAMES D. CALAWAY Mgmt For For
BRUCE J. HARPER Mgmt For For
GLENN H. JOHNSON Mgmt For For
R. BRUCE LABOON Mgmt For For
GEORGE MARTINEZ Mgmt For For
STEVEN F. RETZLOFF Mgmt For For
02 PROPOSAL TO APPROVE THE 2004 EMPLOYEE Mgmt For For
STOCK PURCHASE PLAN.
03 PROPOSAL TO RATIFY THE APPOINTMENT OF Mgmt For For
DELOITTE & TOUCHE LLP AS THE COMPANY S
INDEPENDENT PUBLIC ACCOUNTANTS FOR
THE FISCAL YEAR ENDING DECEMBER 31,
- -------------------------------------------------------------------------------------------------------
SYLVAN LEARNING SYSTEMS, INC. Agenda: 932164673
CUSIP: 871399101 Meeting Type: Annual
Ticker: SLVN Meeting Date: 6/25/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 DOUGLAS L. BECKER Mgmt For For
JAMES H. MCGUIRE Mgmt For For
RICHARD W. RILEY Mgmt For For
02 PROPOSAL TO RATIFY THE SELECTION OF Mgmt For For
ERNST & YOUNG LLP AS THE INDEPENDENT
AUDITORS OF THE COMPANY FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2004.
- -------------------------------------------------------------------------------------------------------
SYMBION, INC. Agenda: 932133375
CUSIP: 871507109 Meeting Type: Annual
Ticker: SMBI Meeting Date: 5/11/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 EVE M. KURTIN Mgmt For For
CLIFFORD G. ADLERZ Mgmt For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF Mgmt For For
ERNST & YOUNG LLP AS THE COMPANY S
INDEPENDENT AUDITORS FOR FISCAL YEAR
2004.
- -------------------------------------------------------------------------------------------------------
SYMYX TECHNOLOGIES, INC. Agenda: 932140015
CUSIP: 87155S108 Meeting Type: Annual
Ticker: SMMX Meeting Date: 5/27/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 STEVEN D. GOLDBY Mgmt For For
EDWIN F. GAMBRELL Mgmt For For
02 RATIFYING THE APPOINTMENT OF ERNST & Mgmt For For
YOUNG LLP AS INDEPENDENT AUDITORS OF
THE COMPANY FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2004.
- -------------------------------------------------------------------------------------------------------
TSX GROUP INC. Agenda: 932115252
CUSIP: 873028104 Meeting Type: Annual
Ticker: TSXPF Meeting Date: 4/27/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 IAN S. BROWN Mgmt For For
BRIAN A. CANFIELD Mgmt For For
TULLIO CEDRASCHI Mgmt For For
WAYNE C. FOX Mgmt For For
RAYMOND GARNEAU Mgmt For For
JOHN A. HAGG Mgmt For For
HARRY A. JAAKO Mgmt For For
J. SPENCER LANTHIER Mgmt For For
JEAN MARTEL Mgmt For For
OWEN MCCREERY Mgmt For For
JOHN P. MULVIHILL Mgmt For For
BARBARA G. STYMIEST Mgmt For For
ERIC C. TRIPP Mgmt For For
02 THE APPOINTMENT OF KPMG LLP AS THE Mgmt For For
CORPORATION S AUDITOR AND AUTHORIZING
THE DIRECTORS TO FIX THE AUDITOR S
REMUNERATION.
- -------------------------------------------------------------------------------------------------------
TSX GROUP INC. Agenda: 932115252
CUSIP: 873028203 Meeting Type: Annual
Ticker: TSXGL Meeting Date: 4/27/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 IAN S. BROWN Mgmt For For
BRIAN A. CANFIELD Mgmt For For
TULLIO CEDRASCHI Mgmt For For
WAYNE C. FOX Mgmt For For
RAYMOND GARNEAU Mgmt For For
JOHN A. HAGG Mgmt For For
HARRY A. JAAKO Mgmt For For
J. SPENCER LANTHIER Mgmt For For
JEAN MARTEL Mgmt For For
OWEN MCCREERY Mgmt For For
JOHN P. MULVIHILL Mgmt For For
BARBARA G. STYMIEST Mgmt For For
ERIC C. TRIPP Mgmt For For
02 THE APPOINTMENT OF KPMG LLP AS THE Mgmt For For
CORPORATION S AUDITOR AND AUTHORIZING
THE DIRECTORS TO FIX THE AUDITOR S
REMUNERATION.
- -------------------------------------------------------------------------------------------------------
TELECOM ARGENTINA STET-FRANCE TELECO Agenda: 932142425
CUSIP: 879273209 Meeting Type: Annual
Ticker: TEO Meeting Date: 4/29/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 APPOINTMENT OF TWO SHAREHOLDERS TO Mgmt For For
APPROVE AND SIGN THE MINUTES.
02 CONSIDERATION OF THE DOCUMENTS Mgmt For For
PROVIDED FOR IN SECTION 234,
SUBSECTION 1, OF LAW 19,550, THE
RULES OF THE COMISION NACIONAL DE
03 CONSIDERATION OF THE RESULTS OF THE Mgmt For For
YEAR AND TO CARRY OVER THE FULL
NEGATIVE BALANCE FROM UNAPPROPRIATED
RETAINED EARNINGS.
04 CONSIDERATION OF THE PERFORMANCE OF Mgmt For For
THE BOARD AND SUPERVISORY COMMITTEE
ACTING DURING THE FIFTEENTH FISCAL
YEAR.
05 CONSIDERATION OF THE COMPENSATION TO Mgmt For For
THE BOARD CORRESPONDING TO THE FISCAL
YEAR ENDED DECEMBER 31, 2003.
06 AUTHORIZATION OF THE BOARD OF Mgmt For For
DIRECTORS TO MAKE ADVANCES OF FEES
ESTABLISHED BY THE SHAREHOLDERS
MEETING TO THE DIRECTORS.
07 FEES OF THE SUPERVISORY COMMITTEE. Mgmt For For
08 DETERMINATION OF THE NUMBER OF Mgmt For For
DIRECTORS AND ALTERNATE DIRECTORS TO
HOLD OFFICE DURING THE SIXTEENTH
FISCAL YEAR.
09 APPOINTMENT OF DIRECTORS AND Mgmt For For
ALTERNATE DIRECTORS TO HOLD OFFICE
DURING THE SIXTEENTH FISCAL YEAR.
10 APPOINTMENT OF MEMBERS AND ALTERNATE Mgmt For For
MEMBERS OF THE SUPERVISORY COMMITTEE
FOR THE SIXTEENTH FISCAL YEAR.
11 APPOINTMENT OF INDEPENDENT AUDITORS Mgmt For For
OF THE FINANCIAL STATEMENTS
CORRESPONDING TO THE 16TH FISCAL
12 CONSIDERATION OF THE BUDGET FOR THE Mgmt For For
AUDIT COMMITTEE FOR THE FISCAL YEAR
2004.
- -------------------------------------------------------------------------------------------------------
TELECOM ARGENTINA STET-FRANCE TELECO Agenda: 932088417
CUSIP: 879273209 Meeting Type: Special
Ticker: TEO Meeting Date: 2/18/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 APPOINTMENT OF TWO SHAREHOLDERS TO Mgmt For For
SIGN THE MINUTES.
02 RATIFICATION OF THE STEPS TAKEN BY Mgmt For For
THE SUPERVISORY COMMITTEE IN RESPECT
OF THE APPOINTMENT OF THE REGULAR AND
ALTERNATE DIRECTORS.
03 DETERMINATION OF THE NUMBER OF Mgmt For For
REGULAR AND ALTERNATE DIRECTORS UNTIL
THE FOLLOWING ANNUAL GENERAL MEETING
AND APPOINTMENT THEREOF.
04 APPOINTMENT OF REGULAR AND ALTERNATE Mgmt For For
MEMBERS OF THE SUPERVISORY COMMITTEE
UNTIL THE FOLLOWING ANNUAL GENERAL
MEETING.
05 AMENDMENT OF SECTIONS 1 AND 10 AND Mgmt For For
INCORPORATION OF SECTION 10 BIS OF
THE CORPORATE BYLAWS. APPOINTMENT OF
THE PERSONS IN CHARGE OF TAKING THE
STEPS CONCERNING THE APPROVAL AND
REGISTRATION OF THE AMENDMENTS AND
TRANSFER OF THE PUBLIC OFFER AND
LISTING OF THE SECURITIES ISSUED BY
THE COMPANY DUE TO THE CHANGE OF THE
CORPORATE NAME.
- -------------------------------------------------------------------------------------------------------
TETRA TECH, INC. Agenda: 932086994
CUSIP: 88162G103 Meeting Type: Annual
Ticker: TTEK Meeting Date: 2/26/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 LI-SAN HWANG Mgmt For For
JAMES M. JASKA Mgmt For For
J. CHRISTOPHER LEWIS Mgmt For For
PATRICK C. HADEN Mgmt For For
JAMES J. SHELTON Mgmt For For
DANIEL A. WHALEN Mgmt For For
HUGH M. GRANT Mgmt For For
RICHARD H. TRULY Mgmt For For
02 APPROVAL OF THE AMENDMENT TO THE Mgmt For For
COMPANY S EMPLOYEE STOCK PURCHASE
03 RATIFICATION OF THE APPOINTMENT OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS THE
COMPANY S INDEPENDENT AUDITORS FOR
FISCAL 2004.
- -------------------------------------------------------------------------------------------------------
THISTLE MINING INC Agenda: 700526253
CUSIP: 88431N103 Meeting Type: MIX
Ticker: Meeting Date: 6/24/2004 ISIN: CA88431N1033
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
Receive and approve the Corporation s Non-
financial statements for the FYE 31 Voting
DEC 2003, together with the report of
the Auditors thereon
1.1 Elect The Rt. Hon. Lord Lang of Mgmt no action
Monkton as a Director
1.2 Elect Mr. William P. McLucas as a Mgmt no action
Director as a Director
1.3 Elect Mr. Abeer Naser Al Shubaiki as Mgmt no action
a Director as a Director
1.4 Elect Mr. David Ross Beatty as a Mgmt no action
Director
1.5 Elect Mr. John Brown as a Director Mgmt no action
1.6 Elect Mr. Simon H. Ingall as a Mgmt no action
1.7 Elect Mr. Adrian W.G. Sykes as a Mgmt no action
Director
2. Reappoint KPMG LLP, Chartered Mgmt no action
Accountants, as the Auditor of the
Corporation until the next AGM of the
shareholders and authorize the
Directors to fix the remuneration of
the Auditor
3. Approve the issuance by the Mgmt no action
Corporation in one or more private
placements during the twelve month
period commencing 24 JUN 2004 of such
number of securities that would
result in the Corporation issuing or
making issuable 392,520,685 common
4. Approve the amendment to the Mgmt no action
Corporation s Incentive Share
Purchase Option Plan the Plan to
increase the number of common shares
of the Corporation reserved for
issuance upon exercise of options
issued pursuant to the Plan from
31,645,000 common shares, as
presently constituted to 60,000,000
being an increase of 28,355,000
common shares; the amendment to
delete the existing provision in
section 2.4(a) of the Plan; and the
amendment to the Plan by inserting a
new text in Section 2.4(a); and
authorize any Officer or Director of
the Corporation to execute, under the
corporate seal or otherwise and to
deliver all documents and to do all
things necessary or desirable to
6. Transact other business Non-
Voting
S.5 Approve to amend the Articles of the Mgmt no action
Corporation to consolidate the issued
and outstanding common shares on the
basis of 1 new common share for 10
common shares; no fractional common
shares shall be issued upon the
aforesaid consolidation and in the
event that the consolidation results
in a shareholder otherwise becoming
entitled to a fractional common
share, an adjustment shall be made to
the nearest full common share;
authorize any Director or Officer of
the Corporation, in the name of and
on behalf of the Corporation, to do
all things and execute all
instruments necessary or desirable to
give effect to this special
resolution including, without
limitation, to execute, under seal of
the Corporation or otherwise and to
deliver Articles of Amendment, in
duplicate, to the Director under the
Business Corporations Act Yukon; and
notwithstanding that this special
resolution has been duly passed by
the shareholders of the Corporation,
authorize the Directors of the
Corporation to revoke this special
resolution at any time prior to the
issuance of a Certificate of
Amendment giving effect to the
amendment to the Articles of the
Corporation and to determine not to
proceed with the amendment without
- -------------------------------------------------------------------------------------------------------
THISTLE MINING INC. Agenda: 932179965
CUSIP: 88431N103 Meeting Type: Special
Ticker: TSLMF Meeting Date: 6/24/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 THE ELECTION OF DIRECTORS NAMED IN Mgmt no action
THE ACCOMPANYING INFORMATION
02 THE RE-APPOINTMENT OF KPMG LLP AS Mgmt no action
AUDITORS OF THE CORPORATION FOR THE
ENSUING YEAR AND AUTHORIZING THE
DIRECTORS TO FIX THEIR REMUNERATION.
03 THE ORDINARY RESOLUTION TO AUTHORIZE Mgmt no action
THE ISSUANCE OF SECURITIES BY WAY OF
PRIVATE PLACEMENT OF UP TO 100% OF
THE ISSUED AND OUTSTANDING SHARES OF
THE CORPORATION OVER THE ENSUING 12
MONTHS, AS MORE PARTICULARLY
DESCRIBED IN THE ACCOMPANYING
INFORMATION CIRCULAR.
04 THE ORDINARY RESOLUTION TO AUTHORIZE Mgmt no action
THE INCREASE IN THE NUMBER OF COMMON
SHARES RESERVED FOR ISSUANCE UPON THE
DUE EXERCISE OF OPTIONS GRANTED
PURSUANT TO THE INCENTIVE SHARE
PURCHASE OPTION PLAN (THE PLAN) TO
60,000,000 BEING AN INCREASE OF
28,355,000 COMMON SHARES.
05 THE SPECIAL RESOLUTION AMENDING THE Mgmt no action
ARTICLES OF THE COMPANY TO
CONSOLIDATE THE ISSUED AND
OUTSTANDING COMMON SHARES OF THE
CORPORATION ON THE BASIS SET OUT IN
THE ACCOMPANYING INFORMATION
- -------------------------------------------------------------------------------------------------------
TRANSKARYOTIC THERAPIES, INC. Agenda: 932180336
CUSIP: 893735100 Meeting Type: Annual
Ticker: TKTX Meeting Date: 6/22/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 MICHAEL J. ASTRUE Mgmt For For
WALTER GILBERT Mgmt For For
DENNIS H. LANGER Mgmt For For
JONATHAN S. LEFF Mgmt For For
RODMAN W. MOORHEAD, III Mgmt For For
LYDIA VILLA-KOMAROFF Mgmt For For
WAYNE P. YETTER Mgmt For For
02 TO RATIFY THE SELECTION OF ERNST & Mgmt For For
YOUNG LLP AS THE COMPANY S
INDEPENDENT AUDITORS FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2004.
- -------------------------------------------------------------------------------------------------------
TRIAD HOSPITALS, INC. Agenda: 932143504
CUSIP: 89579K109 Meeting Type: Annual
Ticker: TRI Meeting Date: 5/25/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 JAMES D. SHELTON Mgmt For For
THOMAS F. FRIST, III Mgmt For For
GALE E. SAYERS Mgmt For For
NANCY-ANN DEPARLE Mgmt For For
MICHAEL K. JHIN Mgmt For For
HARRIET R. MICHEL Mgmt For For
02 RATIFICATION OF ERNST & YOUNG LLP AS Mgmt For For
INDEPENDENT AUDITORS.
03 APPROVAL OF AMENDMENTS TO THE TRIAD Mgmt For For
HOSPITALS, INC. 1999 LONG-TERM
INCENTIVE PLAN TO, AMONG OTHER
THINGS, INCREASE THE NUMBER OF
AUTHORIZED SHARES THEREUNDER FROM
16,500,000 TO 19,000,000.
- -------------------------------------------------------------------------------------------------------
TRIARC COMPANIES, INC. Agenda: 932159571
CUSIP: 895927101 Meeting Type: Annual
Ticker: TRY Meeting Date: 6/9/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 NELSON PELTZ Mgmt For For
PETER W. MAY Mgmt For For
HUGH L. CAREY Mgmt For For
CLIVE CHAJET Mgmt For For
JOSEPH A. LEVATO Mgmt For For
DAVID E. SCHWAB II Mgmt For For
RAYMOND S. TROUBH Mgmt For For
GERALD TSAI, JR. Mgmt For For
JACK G. WASSERMAN Mgmt For For
02 PROPOSAL TO APPROVE AN AMENDMENT TO Mgmt For For
THE COMPANY S CERTIFICATE OF
INCORPORATION AS DESCRIBED IN THE
PROXY STATEMENT
03 PROPOSAL TO RE-APPROVE THE Mgmt For For
PERFORMANCE GOAL BONUS AWARDS PORTION
OF THE COMPANY S 1999 EXECUTIVE
BONUS PLAN AS DESCRIBED IN THE PROXY
04 TO RATIFY THE APPOINTMENT OF DELOITTE Mgmt For For
& TOUCHE LLP AS THE COMPANY S
INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS
- -------------------------------------------------------------------------------------------------------
TRIARC COMPANIES, INC. Agenda: 932159571
CUSIP: 895927309 Meeting Type: Annual
Ticker: TRYB Meeting Date: 6/9/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 NELSON PELTZ Mgmt For For
PETER W. MAY Mgmt For For
HUGH L. CAREY Mgmt For For
CLIVE CHAJET Mgmt For For
JOSEPH A. LEVATO Mgmt For For
DAVID E. SCHWAB II Mgmt For For
RAYMOND S. TROUBH Mgmt For For
GERALD TSAI, JR. Mgmt For For
JACK G. WASSERMAN Mgmt For For
02 PROPOSAL TO APPROVE AN AMENDMENT TO Mgmt For For
THE COMPANY S CERTIFICATE OF
INCORPORATION AS DESCRIBED IN THE
PROXY STATEMENT
03 PROPOSAL TO RE-APPROVE THE Mgmt For For
PERFORMANCE GOAL BONUS AWARDS PORTION
OF THE COMPANY S 1999 EXECUTIVE
BONUS PLAN AS DESCRIBED IN THE PROXY
04 TO RATIFY THE APPOINTMENT OF DELOITTE Mgmt For For
& TOUCHE LLP AS THE COMPANY S
INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS
- -------------------------------------------------------------------------------------------------------
TRIPATH IMAGING, INC. Agenda: 932149859
CUSIP: 896942109 Meeting Type: Annual
Ticker: TPTH Meeting Date: 5/20/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 ROBERT E. CURRY, PH.D. Mgmt For For
PAUL R. SOHMER, M.D. Mgmt For For
02 PROPOSAL TO AMEND TRIPATH IMAGING S Mgmt For For
AMENDED AND RESTATED 1996 EQUITY
INCENTIVE PLAN TO INCREASE THE NUMBER
OF SHARES ISSUABLE UNDER THE PLAN BY
1,700,000 SHARES FROM 6,296,325
SHARES TO 7,996,325 SHARES.
03 PROPOSAL TO AMEND TRIPATH IMAGING S Mgmt For For
1997 DIRECTOR STOCK OPTION PLAN TO
INCREASE THE NUMBER OF SHARES
ISSUABLE UNDER THE PLAN BY 150,000
SHARES FROM 300,000 SHARES TO 450,000
- -------------------------------------------------------------------------------------------------------
TUPPERWARE CORPORATION Agenda: 932111090
CUSIP: 899896104 Meeting Type: Annual
Ticker: TUP Meeting Date: 5/12/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 RITA BORNSTEIN Mgmt For For
E.V. GOINGS Mgmt For For
ROBERT J. MURRAY Mgmt For For
JOYCE M. ROCHE Mgmt For For
M. ANNE SZOSTAK Mgmt For For
02 THE PROPOSAL TO RATIFY THE Mgmt For For
APPOINTMENT OF INDEPENDENT AUDITORS
- -------------------------------------------------------------------------------------------------------
UNITED RENTALS, INC. Agenda: 932155004
CUSIP: 911363109 Meeting Type: Annual
Ticker: URI Meeting Date: 5/20/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 HOWARD L. CLARK, JR. Mgmt For For
BRADLEY S. JACOBS Mgmt For For
JOHN N. MILNE Mgmt For For
02 APPROVAL OF ANNUAL INCENTIVE Mgmt Against Against
COMPENSATION PLAN
03 APPROVAL OF LONG-TERM INCENTIVE PLAN Mgmt Against Against
04 RATIFICATION OF APPOINTMENT OF Mgmt For For
INDEPENDENT AUDITORS
05 STOCKHOLDER PROPOSAL CONCERNING BOARD Shr Against For
INDEPENDENCE
06 STOCKHOLDER PROPOSAL CONCERNING Shr Against For
FUTURE SEVERANCE AGREEMENTS
- -------------------------------------------------------------------------------------------------------
UNITEDGLOBALCOM, INC. Agenda: 932044237
CUSIP: 913247508 Meeting Type: Annual
Ticker: UCOMA Meeting Date: 9/30/2003 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 JOHN W. DICK Mgmt For For
TINA M. WILDES Mgmt For For
02 APPROVAL OF UNITEDGLOBALCOM, INC. Mgmt Against Against
EQUITY INCENTIVE PLAN.
- -------------------------------------------------------------------------------------------------------
UNITEDGLOBALCOM, INC. Agenda: 932071549
CUSIP: 913247508 Meeting Type: Special
Ticker: UCOMA Meeting Date: 12/17/2003 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 APPROVAL OF THE ISSUANCE OF A TOTAL Mgmt For For
OF UP TO 171,238,160 SHARES OF
UNITEDGLOBALCOM, INC. CLASS A COMMON
STOCK, AS MORE FULLY DESCRIBED IN THE
PROXY STATEMENT.
02 APPROVAL OF UNITEDGLOBALCOM S AMENDED Mgmt Against Against
EQUITY INCENTIVE PLAN FOR EMPLOYEES,
DIRECTORS AND CONSULTANTS.
- -------------------------------------------------------------------------------------------------------
UNITEDGLOBALCOM, INC. Agenda: 932090323
CUSIP: 913247508 Meeting Type: Special
Ticker: UCOMA Meeting Date: 2/11/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 APPROVAL OF THE AMENDMENTS TO Mgmt For For
UNITEDGLOBALCOM, INC. STOCK OPTION
PLAN FOR NON-EMPLOYEE DIRECTORS
(EFFECTIVE JUNE 1, 1993),
UNITEDGLOBALCOM, INC. STOCK OPTION
PLAN FOR NON-EMPLOYEE DIRECTORS
(EFFECTIVE MARCH 20, 1998), AND
UNITEDGLOBALCOM, INC. 1993 STOCK
OPTION PLAN.
- -------------------------------------------------------------------------------------------------------
VALASSIS COMMUNICATIONS, INC. Agenda: 932122308
CUSIP: 918866104 Meeting Type: Annual
Ticker: VCI Meeting Date: 5/11/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 PATRICK F. BRENNAN Mgmt For For
KENNETH V. DARISH Mgmt For For
01 SETH GOLDSTEIN Mgmt For For
BARRY P. HOFFMAN Mgmt For For
WALTER H. KU Mgmt For For
ROBERT L. RECCHIA Mgmt For For
MARCELLA A. SAMPSON Mgmt For For
ALAN F. SCHULTZ Mgmt For For
FAITH WHITTLESEY Mgmt For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF Mgmt For For
DELOITTE & TOUCHE LLP AS THE COMPANY S
INDEPENDENT AUDITORS FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2004.
- -------------------------------------------------------------------------------------------------------
VALEANT PHARMACEUTICALS INTL. Agenda: 932156652
CUSIP: 91911X104 Meeting Type: Annual
Ticker: VRX Meeting Date: 5/25/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 EDWARD A. BURKHARDT Mgmt For For
TIMOTHY C. TYSON Mgmt For For
ELAINE S. ULLIAN Mgmt For For
02 RATIFICATION OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS
INDEPENDENT AUDITORS FOR THE COMPANY.
- -------------------------------------------------------------------------------------------------------
THE VALSPAR CORPORATION Agenda: 932084558
CUSIP: 920355104 Meeting Type: Annual
Ticker: VAL Meeting Date: 2/25/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 CHARLES W. GAILLARD Mgmt For For
MAE C. JEMISON Mgmt For For
GREGORY R. PALEN Mgmt For For
LAWRENCE PERLMAN Mgmt For For
02 TO APPROVE THE CORPORATION S AMENDED Mgmt For For
AND RESTATED KEY EMPLOYEE ANNUAL
BONUS PLAN.
03 TO APPROVE THE RATIFICATION OF THE Mgmt For For
APPOINTMENT OF ERNST & YOUNG LLP AS
THE INDEPENDENT PUBLIC ACCOUNTANTS OF
THE CORPORATION.
- -------------------------------------------------------------------------------------------------------
VALUECLICK, INC. Agenda: 932164205
CUSIP: 92046N102 Meeting Type: Annual
Ticker: VCLK Meeting Date: 6/3/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 JAMES R. ZARLEY Mgmt For For
DAVID S. BUZBY Mgmt For For
MARTIN T. HART Mgmt For For
TOM VADNAIS Mgmt For For
JEFFREY F. RAYPORT Mgmt For For
- -------------------------------------------------------------------------------------------------------
VARIAN SEMICONDUCTOR EQUIP. ASSOC., Agenda: 932077642
CUSIP: 922207105 Meeting Type: Annual
Ticker: VSEA Meeting Date: 2/10/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 ROBERT W. DUTTON Mgmt For For
02 TO APPROVE AN AMENDMENT TO THE Mgmt For For
OMNIBUS STOCK PLAN TO AUTHORIZE THE
ISSUANCE OF UP TO AN AGGREGATE OF
100,000 SHARES OF COMMON STOCK IN THE
FORM OF STOCK APPRECIATION RIGHTS,
PERFORMANCE UNITS, PERFORMANCE SHARES
AND/OR RESTRICTED STOCK.
03 TO APPROVE AN AMENDMENT TO THE Mgmt For For
OMNIBUS STOCK PLAN TO INCREASE THE
NUMBER OF SHARES OF COMMON STOCK
RESERVED FOR ISSUANCE UNDER THE PLAN
BY 2,100,000 SHARES.
04 TO RATIFY THE SELECTION OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS VARIAN
SEMICONDUCTOR S INDEPENDENT
ACCOUNTANTS FOR THE FISCAL YEAR
ENDING OCTOBER 1, 2004.
- -------------------------------------------------------------------------------------------------------
VEECO INSTRUMENTS INC. Agenda: 932128817
CUSIP: 922417100 Meeting Type: Annual
Ticker: VECO Meeting Date: 5/7/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 HEINZ K. FRIDRICH Mgmt For For
ROGER D. MCDANIEL Mgmt For For
IRWIN H. PFISTER Mgmt For For
02 APPROVAL OF AN AMENDMENT TO THE VEECO Mgmt For For
INSTRUMENTS INC. FIRST AMENDED AND
RESTATED EMPLOYEE STOCK PURCHASE
03 APPROVAL OF AN AMENDMENT AND Mgmt Against Against
RESTATEMENT OF THE VEECO INSTRUMENTS
INC. 2000 STOCK OPTION PLAN.
04 RATIFICATION OF THE APPOINTMENT OF Mgmt For For
ERNST & YOUNG LLP AS AUDITORS OF THE
COMPANY FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2004.
- -------------------------------------------------------------------------------------------------------
VERSATA, INC. Agenda: 932164267
CUSIP: 925298200 Meeting Type: Annual
Ticker: VATA Meeting Date: 6/9/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 GARY MORGENTHALER Mgmt For For
ALAN BARATZ Mgmt For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF Mgmt For For
GRANT THORNTON LLP AS INDEPENDENT
ACCOUNTANTS OF THE COMPANY FOR THE
FISCAL YEAR ENDING OCTOBER 31, 2004.
- -------------------------------------------------------------------------------------------------------
VISION-SCIENCES, INC. Agenda: 932025059
CUSIP: 927912105 Meeting Type: Annual
Ticker: VSCI Meeting Date: 7/24/2003 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 KENNETH W. ANSTEY Mgmt For For
G.B. LICHTENBERGER PHD Mgmt For For
02 TO APPROVE THE 2003 DIRECTOR STOCK Mgmt For For
OPTION PLAN.
03 TO RATIFY THE SELECTION OF BDO Mgmt For For
SEIDMAN LLP AS THE COMPANY S
INDEPENDENT AUDITORS FOR THE CURRENT
- -------------------------------------------------------------------------------------------------------
WD-40 COMPANY Agenda: 932054721
CUSIP: 929236107 Meeting Type: Annual
Ticker: WDFC Meeting Date: 12/16/2003 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 JOHN C. ADAMS JR. Mgmt For For
MARIO L. CRIVELLO Mgmt For For
DANIEL W. DERBES Mgmt For For
GARY L. LUICK Mgmt For For
KENNETH E. OLSON Mgmt For For
GARRY O. RIDGE Mgmt For For
GERALD C. SCHLEIF Mgmt For For
01 NEAL E. SCHMALE Mgmt For For
EDWARD J. WALSH Mgmt For For
GILES BATEMAN Mgmt For For
RICHARD COLLATO Mgmt For For
02 TO APPROVE AN AMENDMENT TO THE WD-40 Mgmt For For
COMPANY 1990 INCENTIVE STOCK OPTION
PLAN.
03 TO APPROVE THE WD-40 COMPANY 1999 Mgmt For For
NON-EMPLOYEE DIRECTOR RESTRICTED
STOCK PLAN.
04 TO RATIFY THE SELECTION OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS THE
COMPANY S INDEPENDENT ACCOUNTANTS FOR
FISCAL YEAR 2004.
- -------------------------------------------------------------------------------------------------------
WESTERN OIL SANDS INC. Agenda: 932151753
CUSIP: 959053109 Meeting Type: Annual
Ticker: WTOIF Meeting Date: 5/12/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 ON THE ELECTION OF DIRECTORS, FOR THE Mgmt no action
NOMINEES SET FORTH IN THE INFORMATION
CIRCULAR OF THE CORPORATION DATED
MARCH 16, 2004.
02 ON THE APPOINTMENT OF Mgmt no action
PRICEWATERHOUSECOOPERS LLP, CHARTERED
ACCOUNTANTS, AS AUDITORS OF THE
CORPORATION.
- -------------------------------------------------------------------------------------------------------
WHOLE FOODS MARKET, INC. Agenda: 932088051
CUSIP: 966837106 Meeting Type: Annual
Ticker: WFMI Meeting Date: 3/22/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 DAVID W. DUPREE Mgmt For For
GABRIELLE E. GREENE Mgmt For For
JOHN P. MACKEY Mgmt For For
MORRIS J. SIEGEL Mgmt For For
02 PROPOSAL TO APPROVE THE AMENDMENT TO Mgmt For For
THE 1992 INCENTIVE STOCK OPTION PLAN
FOR TEAM MEMBERS.
03 RATIFICATION OF THE APPOINTMENT OF Mgmt For For
ERNST & YOUNG, LLP AS INDEPENDENT
PUBLIC ACCOUNTANTS FOR FISCAL YEAR
2004.
04 SHAREHOLDER PROPOSAL REGARDING THE Shr For Against
COMPANY S SHAREHOLDER RIGHTS PLAN.
- -------------------------------------------------------------------------------------------------------
WILLIAMS-SONOMA, INC. Agenda: 932125912
CUSIP: 969904101 Meeting Type: Annual
Ticker: WSM Meeting Date: 5/19/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 W. HOWARD LESTER Mgmt For For
EDWARD A. MUELLER Mgmt For For
SANJIV AHUJA Mgmt For For
ADRIAN D.P. BELLAMY Mgmt For For
PATRICK J. CONNOLLY Mgmt For For
JEANNE P. JACKSON Mgmt For For
MICHAEL R. LYNCH Mgmt For For
RICHARD T. ROBERTSON Mgmt For For
02 THE AMENDMENT AND RESTATEMENT OF THE Mgmt For For
WILLIAMS-SONOMA, INC. 2001 STOCK
OPTION PLAN TO (I) INCREASE THE
SHARES ISSUABLE UNDER THE PLAN BY
3,500,000 SHARES, AND (II) PROVIDE
FOR THE ISSUANCE OF STOCK OPTIONS,
RESTRICTED STOCK AND DEFERRED STOCK
03 THE RATIFICATION OF THE SELECTION OF Mgmt For For
DELOITTE & TOUCHE LLP AS OUR
INDEPENDENT AUDITORS FOR THE FISCAL
YEAR ENDING JANUARY 30, 2005.
- -------------------------------------------------------------------------------------------------------
WILSON GREATBATCH TECHNOLOGIES, INC. Agenda: 932162833
CUSIP: 972232102 Meeting Type: Annual
Ticker: GB Meeting Date: 5/25/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 EDWARD F. VOBORIL Mgmt For For
PAMELA G. BAILEY Mgmt For For
JOSEPH A. MILLER, JR. Mgmt For For
BILL R. SANFORD Mgmt For For
PETER H. SODERBERG Mgmt For For
THOMAS S. SUMMER Mgmt For For
WILLIAM B. SUMMERS, JR. Mgmt For For
JOHN P. WAREHAM Mgmt For For
- -------------------------------------------------------------------------------------------------------
YANKEE CANDLE COMPANY, INC. Agenda: 932164344
CUSIP: 984757104 Meeting Type: Annual
Ticker: YCC Meeting Date: 6/16/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 DALE F. FREY Mgmt For For
MICHAEL F. HINES Mgmt For For
RONALD L. SARGENT Mgmt For For
02 TO RATIFY THE SELECTION OF DELOITTE & Mgmt For For
TOUCHE LLP AS THE COMPANY S
INDEPENDENT AUDITORS FOR THE CURRENT
FISCAL YEAR.
- -------------------------------------------------------------------------------------------------------
YORK INTERNATIONAL CORPORATION Agenda: 932132676
CUSIP: 986670107 Meeting Type: Annual
Ticker: YRK Meeting Date: 5/20/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 W. MICHAEL CLEVY Mgmt For For
J. RODERICK HELLER, III Mgmt For For
ROBERT F.B. LOGAN Mgmt For For
GERALD C. MCDONOUGH Mgmt For For
C. DAVID MYERS Mgmt For For
PAUL J. POWERS Mgmt For For
DONALD M. ROBERTS Mgmt For For
JAMES A. URRY Mgmt For For
02 ACT ON AN AMENDMENT TO THE COMPANY S Mgmt For For
EMPLOYEE STOCK PURCHASE PLAN.
03 ACT ON AN AMENDMENT TO THE COMPANY S Mgmt For For
INCENTIVE COMPENSATION PLAN.
04 ACT ON AN AMENDMENT TO THE COMPANY S Mgmt For For
OMNIBUS STOCK PLAN.
05 RATIFY THE APPOINTMENT OF KPMG LLP AS Mgmt For For
THE COMPANY S INDEPENDENT
- -------------------------------------------------------------------------------------------------------
ZEBRA TECHNOLOGIES CORPORATION Agenda: 932152820
CUSIP: 989207113 Meeting Type: Annual
Ticker: Meeting Date: 6/3/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 GERHARD CLESS Mgmt For For
MICHAEL A. SMITH Mgmt For For
02 PROPOSAL TO AMEND THE CERTIFICATE OF Mgmt For For
INCORPORATION
03 PROPOSAL TO RATIFY KPMG LLP AS Mgmt For For
INDEPENDENT AUDITORS
04 STOCKHOLDER PROPOSAL REGARDING THE Shr Against For
CHARTER OF THE NOMINATING COMMITTEE
- -------------------------------------------------------------------------------------------------------
ZENON ENVIRONMENTAL INC. Agenda: 932149809
CUSIP: 98942B100 Meeting Type: Annual
Ticker: ZNEVF Meeting Date: 5/13/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 FIXING THE NUMBER OF DIRECTORS AT Mgmt For For
02 ANDREW BENEDEK Mgmt For For
DAVID COLCLEUGH Mgmt For For
THE HON. FRANK MCKENNA Mgmt For For
THE HON. MAURICE STRONG Mgmt For For
ANDREW J. SZONYI Mgmt For For
SAMIR J. ZALZAL Mgmt For For
03 THE APPOINTMENT OF AUDITORS AND TO Mgmt For For
AUTHORIZE THE DIRECTORS TO FIX THEIR
REMUNERATION.
- -------------------------------------------------------------------------------------------------------
CLEARSPEED TECHNOLOGY GROUP PLC Agenda: 700544390
CUSIP: ADPC00087 Meeting Type: EGM
Ticker: Meeting Date: 6/22/2004 ISIN: ADPI00000107
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve that, a) the settlement and Mgmt no action
repayment by ClearSpeed Technology
Limited of the amount of the capital
contribution and remaining
outstanding to the Company on terms
that the amount repaid by ClearSpeed
Technology Limited is applied by the
Company in subscribing for 1,000,000
new ordinary shares of 0.5p each in
the capital of ClearSpeed Technology
Limited ClearSpeed Technology Shares
to be issued credited as fully paid
up and ranking pari passu with the
existing issued ordinary shares of
0.5p each in the capital of the
Company; and b) authorize the
Directors of the Company to enter in
to any agreement or arrangement with
ClearSpeed Technology Limited
necessary or desirable for giving
effect to the previous paragraph of
this resolution, and notwithstanding
any interest which they may have in
ClearSpeed Technology Limited to take
all such steps on behalf of the
Company as they may thing fit
including causing the Company to vote
in support of any resolution of
ClearSpeed Technology limited
necessary for authorizing the issue
2. Approve the acquisition by a new Mgmt no action
Company Newco of all of the issued
share capital of ClearSpeed
Technology limited in exchange for
the issue credited as fully, of new
ordinary shares in the capital of
Newco Newco Shares and authorize the
Directors of the Company
notwithstanding any interest they may
have in ClearSpeed Technology limited
or Newco to take all steps on behalf
of the Company as they may think fir
for the furthering that acquisition
including (i) causing the Company to
vote in support of any resolution
sanctioning such acquisition at any
general meeting of ClearSpeed
Technology Limited or at any meeting
of any class of shareholders of that
Company, and (ii) giving any such
undertaking as the Directors may
thing fit in which the Company s vote
will be cast; and b) authorize the
Directors of the Company to take on
behalf of the Company such steps as
they think may be calculated to
assist in bringing about the
admission of the whole of the issued
share capital of Newco to trading on
Alternative Investment Market of the
London Stock Exchange, including (i)
causing the Company to vote in
support of any resolution of
ClearSpeed Technology Limited
sanctioning the sale of its business
or assets to Newco, (ii) causing the
Company to vote in support of any
resolution of Newco sanctioning the
reorganisation of the share capital
of Newco, and (iii) causing the
Company to dispose of all or any of
the Company s Newco Shares in any
placing made in connection with that
admission and if they think fit
entering in to a lock-in agreement
with KBC Peel Hunt restricting for a
period of up to 1 year sales by the
Company of its Newco Shares provided
that the terms of any such lock-in
agreements made by other persons who
at the date of the passing of this
- -------------------------------------------------------------------------------------------------------
TAIFLEX SCIENTIFIC CO LTD Agenda: 700485712
CUSIP: ADPV02945 Meeting Type: AGM
Ticker: Meeting Date: 5/28/2004 ISIN: TW0008039009
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
AS PER TRUST ASSOCIATION S PROXY Non-
VOTING GUIDELINES, EVERY SHAREHOLDER Voting
IS ELIGIBLE TO BE NOMINATED AS
A CANDIDATE AND BE ELECTED AS A
DIRECTOR OR A SUPERVISOR, REGARDLESS
OF BEING RECOMMENDED BY THE COMPANY
AND/OR BY OTHER PARTIES. IF YOU
INTEND TO VOTE FOR A LISTED
CANDIDATE, YOU WILL NEED TO CONTACT
THE CANDIDATE AND/OR THE ISSUING
COMPANY TO OBTAIN THE CANDIDATE S
NAME AND ID NUMBER. WITHOUT SUCH
SPECIFIC INFORMATION, AN ELECTION
1.1 Receive the report on the business of Mgmt For *
2003
1.2 Receive the Supervisor s review Mgmt For *
report of 2003
1.3 Receive the report on the Merger with Mgmt For *
Hwabon Technology Co Ltd
1.4 Approve the report on the revision of Mgmt For *
rules for Director s meeting
2.1 Approve the 2003 audited financial Mgmt For *
statement
2.2 Approve the 2003 earnings Mgmt For *
distribution; declare a cash dividend
of TWD 1 per share and a stock
dividend of 179 shares per 1000
2.3 Approve the investment in Mainland Mgmt For *
China
2.4 Amend the Articles of Incorporation Mgmt For *
2.5 Approve to raise the capital by Mgmt For *
issuing new shares from the 2003
earnings
2.6 Approve the purchase responsibility Mgmt For *
insurance for the Directors and
Supervisors
3. Elect the Directors and the Mgmt For *
4. Other extraordinary motions Other For *
- -------------------------------------------------------------------------------------------------------
AAREAL BANK AG, WIESBADEN Agenda: 700516783
CUSIP: D00379111 Meeting Type: AGM
Ticker: Meeting Date: 6/16/2004 ISIN: DE0005408116
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive the financial statements and Mgmt For *
the annual report for the FY 2003
with the report of the Supervisory
Board, the Group financial statements
and the Group annual report
10. Approve the adequacy of the Mgmt For *
Supervisory Board remuneration of EUR
18,000 per Member and year
11. Approve the amendments to the Mgmt For *
Articles of Association regarding the
shares being deposited not later than
the seventh day prior to the
shareholder meeting, and Supervisory
Board Members being authorized to
participate in the shareholder
2. Approve the appropriation of the Mgmt For *
distributable profit of EUR
37,200,905.80 as follows: payment of
a dividend of EUR 0.60 per no-par
shares; EUR 16,000,000 to be
allocated to the revenue reserves;
and ex-dividend and payable date: 17
3. Ratify the acts of the Board of Mgmt For *
Managing Directors
4. Ratify the acts of the Supervisory Mgmt For *
Board
5. Appoint Pwc Deutsche Revision AG, Mgmt For *
Frankfurt, as the Auditors for the FY
2004
6. Authorize the Board of Managing Mgmt For *
Directors, with the consent of the
Supervisory Board, to increase the
share capital by up to EUR 53,000,000
through the issue of new shares
against payment in cash or kind, on
or before 15 JUN 2005; shareholders
subscription rights may be excluded
for a capital increase against cash
payment of up to 10% of the share
capital if the new shares are issued
at a price not materially below the
market price of identical shares, for
the granting of such rights to
bondholders, for the issue of
employee shares of up to EUR
4,000,000 and for a capital increase
against payment in kind; and amend
the corresponding Articles of
7. Authorize the Company to acquire and Mgmt For *
sell own shares, at prices not
differing more than 10% from the
market price of the shares, on or
before 15 DEC 2005; the trading
portfolio of shares to be acquired
for such purpose shall not exceed 10%
of the Company s share capital at
the end of each day
8. Authorize the Company to acquire own Mgmt For *
shares of up to 10% of the share
capital, at prices not differing more
than 10% from the market price of
the shares, on or before 15 DEC 2005;
and to dispose of the shares in a
manner other than the stock exchange
or an offer to all shareholders if
the shares are sold at a price not
materially below their market price,
to use the shares for acquisition
purposes or for satisfying existing
convertible or option rights, and to
retire the shares
9. Authorize the Board of Managing Mgmt For *
Directors, to issue profit sharing
rights of up to EUR 400,000,000
having a term of up to 25 years on or
before 15 JUN 2009; shareholders
subscription rights may be excluded
for residual amounts and for the
issue of profit-sharing rights with
- -------------------------------------------------------------------------------------------------------
BKN INTERNATIONAL AG, KOELN Agenda: 700450238
CUSIP: D11886104 Meeting Type: AGM
Ticker: Meeting Date: 3/4/2004 ISIN: DE0005290704
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive the financial statements and Mgmt For *
annual report for the FY 2002/2003
with the report of the Supervisory
Board, the Group financial statements
and Group annual report
2. Ratify the acts of the Board of Mgmt For *
Managing Directors
3. Ratify the acts of the Supervisory Mgmt For *
Board
4. Appoint BTR Beratung und Treuhand Mgmt For *
Ring GmbH, Dusseldorf as the Auditors
for the FY 2003/2004
5. Authorize the Board of Managing Mgmt For *
Directors to increase the Company s
share capital by up to EUR 6,753,242
through the issue of up to 6,753,242
bearer no-par shares against payment
in cash or kind, for a period of five
years; and approve that shareholders
subscription rights may be excluded
for residual amounts, for the issue
of employee shares, for a capital
increase against payment in kind, and
for an amount of up to 10% of the
share capital if the shares are
issued at a price not materially
below their market price and
correspondingly amend to the Articles
6. Authorize the Company to acquire own Mgmt For *
shares of up to 10% of the share
capital, at a price not differing
more than 5% from the market price of
the shares, on or before 05 SEP 2005;
and authorize the Board of Managing
Directors to dispose of the shares in
manner other than the stock ex-change
or an offer to all shareholders if
the shares are sold at a price not
materially below their market price,
to use the shares for acquisition
purposes or within the scope of the
Company s Stock Option Plan, and to
retire the shares
- -------------------------------------------------------------------------------------------------------
BKN INTERNATIONAL AG, KOELN Agenda: 700382904
CUSIP: D11886104 Meeting Type: AGM
Ticker: Meeting Date: 7/23/2003 ISIN: DE0005290704
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive the financial statements and Mgmt For *
the annual report for the FY
2001/2002 with the report of the
Supervisory Board, the Group
financial statements and the Group
10. Authorize the Company to acquire own Mgmt For *
shares up to 10% of the share
capital, at a price not differing
more than 5% from the market price of
the shares, on or before 23 JAN 2005;
and authorize the Board of Managing
Directors to dispose of the shares in
manner other than the stock exchange
or an offer to all shareholders if
the shares are sold at a price not
materially below their market price,
use the shares for acquisition
purposes or within the scope of the
Company s stock option plan and
retire the shares
2. Receive the amended financial Mgmt For *
statements and the Group financial
statements for the FY 2001/2002
3. Ratify the acts of the Board of Mgmt For *
Managing Board
4. Ratify the acts of the Supervisory Mgmt For *
Board
5. Elect the Supervisory Board Mgmt For *
6. Appoint BTR Beratung und Treuhand Mgmt For *
Ring GmbH, Duesseldorf, as the
Auditors for the FY 2002/2003
7. Authorize the Board of Managing Mgmt Against *
Directors, in revocation of the
existing authorized capital, with the
consent of the Supervisory Board, to
increase the Company s share capital
by up to EUR 4,233,330 through the
issue of up to 4,233,330 bearer no-
par shares against payment in cash or
kind, for a period of five years;
shareholders subscription rights may
be excluded for residual amounts, for
the issue of employee shares, for a
capital increase against payment in
kind, for a capital increase against
payment of up to 10% of the share
capital if the shares are issued at a
price not materially below their
market price; and amend the Articles
of Association
8. Approve to increase the existing Mgmt For *
contingent capital by up to EUR
76,970 through the issue of up to
76,790 new bearer no-par shares,
insofar as option rights, granted to
Executives and employees of the
Company and its affiliates, are
9. Amend the Articles of Association as Mgmt For *
follows: a) Section 3(2), regarding
announcements of the Company being
published in the Electronic Federal
Gazette; Section 9(1), regarding the
Supervisory Board comprising 3
Members; and Section 14, regarding
the shareholder meeting being
transmitted audiovisually
- -------------------------------------------------------------------------------------------------------
MEDION AG, ESSEN Agenda: 700491878
CUSIP: D12144107 Meeting Type: AGM
Ticker: Meeting Date: 5/18/2004 ISIN: DE0006605009
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive the financial statements and Mgmt For *
annual report for the FY 2003 with
the report of the Supervisory Board,
the Group financial statements and
the Group annual report
2. Approve the appropriation of the Mgmt For *
distribution of profit of EUR
52,180,453.87 as follows: payment of
dividend of EUR 0.70 per no-par share
and the EUR 18,287,573.87 shall be
allocated to the revenue reserves ex-
dividend and payable date: 19 May
3. Ratify the acts of the Board of Mgmt For *
Managing Directors
4. Ratify the acts of the Supervisory Mgmt For *
Board
5. Appoint Maerkische Revision GmbH, Mgmt For *
Essen as the Auditors for the FY 2004
6. Authorize the Company to acquire own Mgmt For *
shares of up to 10% of its share
capital through the stock exchange at
prices not differing more than 5%
from the market price of the shares,
or by way of a repurchase offer at
prices neither more than 5% below,
nor more than 25% above, the market
price of the shares, on or before 18
Nov 2005 and authorize the Board of
Managing Directors authorize to
retire the shares or to dispose of
the shares in a manner other than the
stock exchange or a rights offering
if the shares are used for the
acquisition purpose or to satisfy
existing option and convertible
- -------------------------------------------------------------------------------------------------------
BOEWE SYSTEC AG, AUGSBURG Agenda: 700495244
CUSIP: D12236101 Meeting Type: AGM
Ticker: Meeting Date: 5/19/2004 ISIN: DE0005239701
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive the financial statements and Mgmt no action
the annual report for the FY 2003
with the report of the Supervisory
board, the group financial statements
and the group annual report
10. Appoint Ernst & Young AG as the Mgmt no action
Auditors
2. Approve the appropriation of the Mgmt no action
distributable profit of EUR
16,297,856.29 as follows: payment of
a dividend of EUR 1.25 per no-par
share; EUR 8,083,606.29 shall be
carried forward; ex-dividend: 20 MAY
2004; payable date: 21 MAY 2004
3. Ratify the acts of the Board of Mgmt no action
Managing Directors
4. Ratify the acts of the Supervisory Mgmt no action
Board
5. Approve to revoke the existing Mgmt no action
authorized capital II; authorize the
Board of Managing Directors with the
consent of the Supervisory Board to
increase the share capital by up to
EUR 1,560,000 through the issue of
new bearer ordinary and or preferred
shares against cash payment on or
before 18 MAY 2009; grant
shareholders the subscription rights
except for residual amounts and for
the issue of shares at a price not
materially below their market price
6. Authorize the Company to acquire own Mgmt no action
shares of up to 10% of its share
capital at prices not differing more
than 30% from the market price of the
shares on or before 18 NOV 2005;
authorize the Board of Managing
Directors to dispose of the shares in
a manner other than the stock
exchange or a rights offering if the
shares are sold at a price not
materially below their market price
to use the shares for acquisition
purposes and to retire the shares
7. Authorize the Board of Managing Mgmt no action
Directors with the consent of the
Supervisory Board to issue bonds of
up to EUR 780,000 having a term of up
to 5 years and conferring conversion
rights for new shares of the Company
to employees and executives of the
Company and its affiliates on or
before 18 MAY 2009; approve to
exclude the shareholders subscription
rights; approve to increase the share
capital accordingly by up to EUR
780,000 through the issue of up to
300,000 bearer ordinary shares in so
far as conversion rights are
8. Authorize the Board of Managing Mgmt no action
Directors with the consent of the
Supervisory Board to grant profit
sharing rights of up to EUR
50,000,000 having a term of up to 15
years on or before 18 MAY 2009;
approve to exclude the shareholders
9. Amend the Articles of Association in Mgmt no action
respect of the announcements of the
Company being published in the
electronic Federal Gazette
- -------------------------------------------------------------------------------------------------------
RATIONAL AG, LANDSBERG AM LECH Agenda: 700486625
CUSIP: D6349P107 Meeting Type: AGM
Ticker: Meeting Date: 5/12/2004 ISIN: DE0007010803
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive the financial statements and Mgmt For *
annual report for the 2003 FY with
the report of the Supervisory Board,
and the Group financial statements
and Group annual report
2. Approve the appropriation of profit Mgmt For *
of EUR 45,110,497.72 as follows:
payment of a dividend of EUR 1.40
plus a bonus of EUR 0.45 per no-par
share; EUR 24,075,997.72 shall be
carried forward Ex-dividend and
payable date: 13 MAY 2004
3. Ratify the acts of the Board of Mgmt For *
Managing Directors
4. Ratify the acts of the Supervisory Mgmt For *
Board
5. Appoint Allrevision Dornhof Kloss und Mgmt For *
partner Gmbh, Munich, as the Auditor
for the 2004 FY
6. Elect the Supervisory Board Mgmt For *
7. Approve that each Member of the Mgmt For *
Supervisory Board shall receive a
fixed annual remuneration of EUR
100,000, plus a variable, profit-
related remuneration; the Chairman
shall receive 1.5 times, and the
Deputy Chairman 1.25 times, the fixed
amount
8. Authorize the Board of Managing Mgmt For *
Directors to acquire shares of the
Company of up to EUR 1,137,000, at a
price differing neither more than 10%
from the market price of the shares
if they are acquired through the
stock exchange, nor more than 20% if
they are acquired by way of a
repurchase offer, on or before 12 NOV
2005; and authorize the Board of
Managing Directors to float the
shares on foreign stock exchanges, to
use the acquisition purposes or
within the scope of stock option
plan, to sell the shares at a price
not materially below their market
price, and to retire the shares
- -------------------------------------------------------------------------------------------------------
RHOEN KLINIKUM AG Agenda: 700348762
CUSIP: D6530N101 Meeting Type: AGM
Ticker: Meeting Date: 7/16/2003 ISIN: DE0007042335
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
PLEASE NOTE THAT THIS IS A Non-
NOTIFICATION OF THE MEETING ONLY. IF Voting
YOU WISH TO EXERCISE YOUR VOTING
RIGHTS PLEASE APPLY FOR AN ENTRANCE
CARD. PLEASE DO NOT RETURN THIS
PROXY FORM. THANK YOU.
1. Receive the approved financial Non-
statements of the Company and of the Voting
Group for the year ended 31 DEC 2002
as well as the Management report on
the Company s situation, the Group
and the Supervisory Board s report
2. Approve the appropiation of the net Non-
distributable profit in the amount of Voting
EUR 23,684,548.29 as follows: payment
of a dividend of EUR 0.60 per
non-voting preference share,
representing a nominal amount of
10,022,400.00 on 17,280,000 ordinary
share, and transfer of EUR
8,478,148.23 to other retained
3. Ratify the actions of all persons who Non-
held a position in the Board of Voting
Management during the year 2002
4. Ratity the actions of all persons who Non-
held a position in the Supervisor Voting
Board during the year 2002
5. Approve to renew the authority to Non-
purchase own shares, up to 10% of the Voting
Company s issued share capital;
authorize the Board of Management,
with the consent of the Supervisory
Board to resell a part or all of the
repurchased own shares other than on
the stock exchanges or by way of a
public offer to shareholders, or to
resell to the third parties any
portion of the repurchased own shares
against cash settelement and ex-
subscription rights, at a price not
below 5% of the market price of the
Company s shares at the date of sale,
and to recall all of the own shares
repurchased; such recall will not
require any additional authority by
the shareholders
6. Amend the Articles of Incorporation Non-
as follows: all announcements of the Voting
Company shall be published in
the electronic Federal Gazette
(Bundesanzeiger) and last, the par
value shares in issue are considered
no-par value shares with the amount
of the DM 5.00 representing 3 units,
therefore the par value stated is
obsolete
7. Elect the members of the Surpervisory Non-
Board Voting
8. Appoint PricewaterhouseCoopers Non-
Deutsche Revision, Aktiengesellschaft Voting
Wirtschaftsprufungsgesellschaft,
Frankfurt am Main as an Independent
Auditor of the Company and the Group
for the FY 2003
- -------------------------------------------------------------------------------------------------------
TECHEM AG, ESCHBORN Agenda: 700458549
CUSIP: D83027108 Meeting Type: AGM
Ticker: Meeting Date: 3/18/2004 ISIN: DE0005471601
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
IMPORTANT MARKET PROCESSING Non-
REQUIREMENT: A BENEFICIAL OWNER Voting
SIGNED POWER OF ATTORNEY (POA) IS
REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTIONS IN
THIS MARKET. ABSENCE OF A POA, MAY
CAUSE YOUR INSTRUCTIONS TO BE
REJECTED. SHOULD YOU HAVE ANY
QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE AT ADP.
1. Receive the presentation of the Mgmt For *
financial statements, annual report
and Supervisory Board report for the
2002/2003 financial year, and the
proposal on the appropriation of the
distrib. profit
2. Approve the appropriation of the Mgmt For *
distrib. profit of EUR 79,373,952.46
as follows: EUR 79,373,952.46 shall
be carried forward
3. Ratify the acts of the Board of Mgmt For *
Managing Directors
4. Ratify the acts of the Supervisory Mgmt For *
Board
5. Appoint the Auditors for the Mgmt For *
2003/2004 financial year: PwC
Deutsche Revision AG, Frankfurt
6. Elect the Supervisory Board Mgmt For *
7. Authorize to acquire own shares; Mgmt For *
Authorize the Company to acquire own
shares of up to EUR 2,468,113, at a
price not deviating more than 20 pct.
from their market price, on or before
18 SEP 2005, and the Board of
Managing Directors shall be
authorized to sell the shares on the
stock exchange, use the shares for
acquisition purposes, and retire the
- -------------------------------------------------------------------------------------------------------
UNIBAIL HOLDING Agenda: 700467233
CUSIP: F95094110 Meeting Type: MIX
Ticker: Meeting Date: 4/8/2004 ISIN: FR0000124711
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
PLEASE NOTE THAT THE MEETING HELD ON Non-
31 MAR 2004 HAS BEEN POSTPONED DUE TO Voting
LACK OF QUORUM AND THAT THE SECOND
CONVOCATION WILL BE HELD ON 08 APR
2004. PLEASE ALSO NOTE THE NEW CUTOFF
DATE. IF YOU HAVE ALREADY SENT YOUR
VOTES, PLEASE DO NOT RETURN THIS
PROXY FORM UNLESS YOU DECIDE TO AMEND
YOUR ORIGINAL INSTRUCTIONS. THANK
1. Receive the Board of Directors Mgmt For *
report, and the general Auditors
report, and approve the accounts and
the balance sheet for the FY 2003
10. Grant all powers to the Board of Mgmt For *
Directors, by replacing the present
authority, to decrease the share
capital by canceling the shares held
by the Company in connection with a
Stock Repurchase Plan, within a limit
of 10% over a 24-month period;
authority expires at the end of 18
months; and the present delegation
cancels and replaces, for the period
unused, the delegation given in
Resolution No.11 as specified
11. Grant all powers to the bearer of a Mgmt For *
copy or an extract of the minutes of
the present in order to accomplish
all deposits and publications
prescribed by law
2. Acknowledge the consolidated accounts Mgmt For *
were presented, and the Board of
Directors report for the Group is
included in the Board of Directors
report
3. Approve the appropriation of the Mgmt For *
profits as follows: net dividend per
share: EUR 3.50 profits for the FY:
EUR 480,814,545.00; prior retained
earnings: EUR 81,753,529.00;
distributable profits: EUR
562,568,074.00; global dividend: EUR
157,502,923.00; and approve to charge
the recorded profits of EUR
405,065,151.00 to the retained
profits account, and the shareholders
will receive a net dividend with a
corresponding tax credit of EUR 0.19,
this dividend will be paid on 15 JUN
2004
4. Approve the Special Auditors report, Mgmt For *
in accordance with the provisions of
Article L.225-38 and following of the
Commercial Law
5. Approve to renew the term of office Mgmt For *
of Mr. Jean-Claude Jolain as a
Director for 2 years
6. Approve to renew the term of office Mgmt For *
of Mr. Henri Moulard as a Director
for 2 years
7. Approve to renew the term of office Mgmt For *
of Mr. Jean-Jacques Rosa as a
Director for 2 years
8. Approve to set an amount of EUR Mgmt For *
350,000.00 to be allocated to the
Directors as attendance fees
9. Receive the Board of Directors Mgmt For *
report, and authorize the Board of
Directors to carry out the stock
repurchase by the Company: maximum
purchase price: EUR 90.00; minimum
selling price: EUR 75.00; maximum
number of shares to be traded: 10% of
the share capital; and approve that
the shares can be purchased,
transferred or exchanged at any time
and paid by any means on the stock
exchange or by agreement; and approve
that the shares can be cancelled; and
authorize the Board of Directors to
adjust the share maximum purchase
price and the share minimum selling
price; and approve that this
authorization is given for a period
of 18 months; and approve to delegate
all powers to the Board of Directors
to take all necessary measures and
- -------------------------------------------------------------------------------------------------------
ASM PACIFIC TECHNOLOGY LTD Agenda: 700459844
CUSIP: G0535Q117 Meeting Type: AGM
Ticker: Meeting Date: 4/23/2004 ISIN: KYG0535Q1174
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive, consider and adopt the Mgmt For *
audited financial statements and the
reports of the Directors and the
Auditors for the YE 31 DEC 2003
2. Declare a final dividend of HKD 0.84 Mgmt For *
per share for the YE 31 DEC 2003
3. Re-elect the Director and authorize Mgmt For *
the Board of Directors to fix their
remuneration
4. Re-appoint the Auditors and authorize Mgmt For *
the Board of Directors to fix their
remuneration
- -------------------------------------------------------------------------------------------------------
ASM PACIFIC TECHNOLOGY LTD Agenda: 700489190
CUSIP: G0535Q117 Meeting Type: EGM
Ticker: Meeting Date: 4/23/2004 ISIN: KYG0535Q1174
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
2. Authorize the Directors of the Mgmt Against *
Company to allot shares in the
capital of the Company and make or
grant offers, agreements and options
during and after the relevant period,
not exceeding 20% of the aggregate
nominal amount of the issued share
capital of the Company otherwise than
pursuant to: i) a rights issue; or
ii) any scrip dividend or similar
arrangement; or iii) the exercise of
the subscription rights under the
employee share incentive scheme;
Authority expires the earlier of the
conclusion of the next AGM of the
Company or the expiration of the
period within which the next AGM is
3. Authorize the Directors to purchase Mgmt For *
shares of the Company during the
relevant period, subject to and in
accordance with all applicable laws
and regulations, not exceeding 10% of
the aggregate nominal amount of the
issued share capital; Authority
expires the earlier of the conclusion
of the next AGM or the expiration of
the period within which the next AGM
is to be held by law
4. Approve, conditional upon the passing Mgmt For *
of Resolution 3, to add the
aggregate nominal amount of the share
capital of the Company repurchased
by the Company pursuant to Resolution
3, to the aggregate nominal amount
of the share capital of the Company
that may be allotted pursuant to
S.1 Amend Article 1, 70, 75, 110.1, Mgmt For *
110.2.1, 110.2.2, 110.2.3, 110.2.4,
110.2.5, 110.2.6, 110, 111 and 115 of
the Articles of Association
- -------------------------------------------------------------------------------------------------------
BLOOMSBURY PUBLISHING PLC Agenda: 700526520
CUSIP: G1179Q132 Meeting Type: AGM
Ticker: Meeting Date: 6/24/2004 ISIN: GB0033147751
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive the report of the Directors Mgmt For *
and the audited accounts for the YE
31 DEC 2003
2. Approve the Directors remuneration Mgmt For *
report for the YE 31 DEC 2003
3. Declare a final dividend for the FYE Mgmt For *
31 Dec 2003
4. Re-elect Mr. K.M. Rooney as a Mgmt For *
Director of the Company
5. Re-elect Mr. D.J. Coleman as a Mgmt For *
Director of the Company
6. Re-elect Mr. M.N. Fry as a Director Mgmt For *
of the Company
7. Re-elect Mr. Mayer as a Director of Mgmt For *
the Company
8. Re-appoint Baker Tilly as the Mgmt For *
Auditors and authorize the Directors
to fix their remuneration
9. Authorize the Directors, pursuant to Mgmt For *
Section 80 of the Companies Act 1985
the Act, to allot to such persons
and on such terms as they think
proper, any relevant securities
Section 80(2) of the Act up to a
maximum aggregate nominal amount of
GBP 268,715; Authority expires at the
conclusion of the next AGM of the
Company after passing of the
resolution; and the Directors may
allot relevant securities after the
expiry of this authority in pursuance
of such an offer or agreement made
prior to such expiry and all prior
authorities to allot relevant
securities given to the Directors by
resolution of the Company be revoked
but without prejudice to the
allotment of any relevant securities
already made or to be made pursuant
S.10 Authorize the Directors, pursuant to Mgmt For *
Section 95 of the Act, to allot
equity securities Section 94 for cash
pursuant to the authority conferred
by Resolution 9, disapplying the
statutory pre-emption rights Section
89(1), provided that this power is
limited to the allotment of equity
securities: i) in connection with a
rights issue in favor of ordinary
shareholders; ii) pursuant to the
terms of the Company s existing
Employees Share Scheme or any other
Employees Share Scheme approved by
the Members of the Company in general
meeting; and iii) having nominal
value not exceeding in aggregate GBP
44,064; Authority expires the earlier
of the conclusion of the next AGM of
the Company or 15 months from the
date of passing of this resolution;
and the Directors may allot equity
securities after the expiry of this
authority in pursuance of such an
offer or agreement made prior to such
expiry and all prior powers granted
under Section 95 of the Act be
revoked provided that such revocation
shall
S.11 Authorize the Company, pursuant to Mgmt For *
Section 166 of the Act, to make
market purchases Section 163 of the
Act of up to 3,525,139 ordinary
shares of 1.25p each Ordinary Shares
in such manner and on such terms as
the Directors may from time to time
determine, at a minimum price of 1.25
pence and the maximum price exclusive
of expenses which may be paid for
each Ordinary Share is an amount
equal to 105% of the average of the
middle market quotations for an
Ordinary Share taken from the London
Stock Exchange Daily Official List,
over the previous 5 business days;
Authority expires the earlier of the
conclusion of the next AGM of the
Company or 15 months from the date of
passing of this resolution; the
Company, before the expiry, may make
a contract to purchase ordinary
shares which will or may be executed
wholly or partly after such expiry
- -------------------------------------------------------------------------------------------------------
SANCTUARY GROUP PLC Agenda: 700462219
CUSIP: G1702V103 Meeting Type: AGM
Ticker: Meeting Date: 3/25/2004 ISIN: GB0003750097
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive and adopt the financial Mgmt For *
statements of the Company for the YE
30 SEP 2003 together with the reports
of the Directors and the Auditors
2. Declare a final dividend of 0.4 penny Mgmt For *
per share
3. Elect Sir C.J.R Meyer as a Director Mgmt For *
4. Re-elect Mr. M.D. Miller as a Mgmt For *
Director, who retires by rotation in
accordance with the Company s
Articles of Association
5. Re-elect Mr. A. Najeeb as a Director, Mgmt For *
who retires by rotation in
accordance with the Company s
Articles of Association
6. Re-elect Mr. T.M. Sharp as a Mgmt For *
Director, who retires by rotation in
accordance with the Company s
Articles of Association
7. Re-appoint Mr. Baker Tilly as the Mgmt For *
Auditors of the Company until the
next general meeting at which the
accounts are laid before the Company
and authorize the Directors to fix
their remuneration
8. Approve the Directors remuneration Mgmt For *
report
9. Authorize the Directors, pursuant to Mgmt For *
Section 80(1) of the Companies Act
1985, to allot, make offers or
agreements to allot or grant the
right to subscribe for or convert
other securities into, relevant
securities Section 80(2) up to an
aggregate nominal amount of GBP
13,830,200.42; Authority expires at
the earlier of the close of the AGM
or 15 months; and the Company to
allot relevant securities, before
such expiry, may make such an offer
or agreement made prior to such
S.10 Authorize the Directors, in Mgmt For *
substitution for any existing
authority, pursuant to Section 95 of
the Act, to allot equity securities
Section 95 for cash pursuant to the
authority conferred by Resolution 8,
disapplying the statutory pre-emption
rights Section 89(1), provided that
this power is limited to the
allotment of equity securities: a) in
connection with a issue rights; b)
pursuant to the terms of any share
scheme for the benefit of any
employees of the Company and its
subsidiaries; c) upon the exercise of
warrant pursuant to any warrant
instrument created by the Company;
and d) up to an aggregate nominal
amount of GBP 2,074,530.06 5% of the
issued share capital; Authority
expires the earlier of the conclusion
of the next AGM of the Company or 15
S.11 Authorize the Company, to make market Mgmt For *
purchases Section 163(3) of the
Companies Act 1985 of up to
33,192,481 ordinary shares of 12.5p
each in the capital of the Company,
at a minimum price, exclusive of any
expenses, which may be paid per
ordinary shares in the nominal value
of the share and up to 105% of the
average middle market quotations for
an ordinary shares derived from the
London Stock Exchange Daily Official
List, over the previous 5 business
days; Authority expires the earlier
of 25 SEP 2005 or the close of the
next AGM of the Company; the
Company, before the expiry, may make
a contract to purchase ordinary
shares which will or may be executed
wholly or partly after such expiry
- -------------------------------------------------------------------------------------------------------
SANCTUARY GROUP PLC Agenda: 700432557
CUSIP: G1702V103 Meeting Type: EGM
Ticker: Meeting Date: 11/28/2003 ISIN: GB0003750097
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve to increase the authorize Mgmt For *
share capital of the Company from GBP
49,000,000 to GBP 56,250,000 by the
creation of 58,000,000 ordinary
shares of 12.5 pence each ranking
pari passu in all respects with the
existing ordinary shares of 12.5
pence each in the capital of the
2. Authorize the Directors, pursuant to Mgmt For *
Section 80 of the Companies Act 1985,
to allot, make offers or agreements
to allot or grant the right to
subscribe for or convert other
securities into, relevant securities
Section 80(2), provided that the
aggregate nominal amount of GBP
15,337,833.88; Authority expires the
earlier of the conclusion of the next
AGM or 15 months; and the Company
may allot relevant securities after
the expiry of this authority in
pursuance of such an offer or
agreement made prior to such expiry
S.3 Authorize the Directors, in Mgmt For *
substitution for any existing
authority, pursuant to Section 95 of
the Companies Act 1985, to allot
equity securities pursuant to Section
95 of the Act wholly for cash
pursuant to the authority conferred
by Resolution 2, disapplying the
statutory pre-emption rights Section
89(1), provided that this power is
limited to the allotment of equity
securities: i) in connection with an
offer of equity securities by way of
rights to ordinary shareholders; ii)
pursuant to the terms of any share
scheme for the benefit of any
employees of the company and its
subsidiaries; iii) pursuant to any
warrant instrument created by the
Company; iv) upon the conversion of
any convertible loan notes and
exercise of any warrants issued by
the Company; and v) up to an
aggregate nominal amount of GBP
2,045,608.31; Authority expires the
earlier of the conclusion of the next
AGM of the Company or 15 months; and
the Directors may allot equity
securities after the expiry of this
authority in pursuance of such an
offer or agreement made prior to such
- -------------------------------------------------------------------------------------------------------
CAFE DE CORAL HOLDINGS LTD Agenda: 700396547
CUSIP: G1744V103 Meeting Type: AGM
Ticker: Meeting Date: 9/24/2003 ISIN: BMG1744V1037
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive and adopt the audited Mgmt For *
accounts and the reports of the
Directors and the Auditors for the YE
2. Declare a final dividend Mgmt For *
3. Re-elect the Directors and authorize Mgmt For *
the Directors to fix their
4. Re-appoint Messrs. Mgmt For *
PricewaterhouseCoopers as the
Auditors and authorize the Directors
to fix their remuneration
5. Authorize the Directors of the Mgmt Against *
Company to allot, issue and otherwise
deal with additional shares in the
capital of the Company and make or
grant offers, agreements and options
during and after the relevant period,
not exceeding 20% of the aggregate
nominal amount of the issued share
capital of the Company at the date of
passing this resolution, otherwise
than pursuant to: i) a rights issue;
or ii) the exercise of rights of
subscription or conversion under the
terms of any warrants or other
securities issued by the Company
carrying a right to subscribe for or
to convert into one shares of the
Company; or iii) the exercise of
subscription rights under any share
option scheme of the Company or any
similar arrangement; or iv) any scrip
dividend or similar arrangement;
Authority expires the earlier of the
conclusion of the next AGM of the
Company or the expiration of the
period within which the next AGM is
to be held by law; and Approve to
extend the general mandate granted to
the Directors of the Company to
allot, issue and otherwise deal with
the additional shares in the capital
of the Company pursuant to this
Resolution, by an amount representing
the aggregate nominal amount of the
share capital purchased by the
Company pursuant to Resolution 6,
provided that such amount does not
exceed 10% of the aggregate nominal
amount of the issued share capital of
6. Authorize the Directors of the Mgmt For *
Company to purchase its shares during
the relevant period, subject to and
in accordance with all applicable
laws and requirements of the Rules
Governing the Listing of Securities
on The Stock Exchange of Hong Kong
Limited, not exceeding 10% of the
aggregate nominal amount of the
issued share capital at the date of
passing this resolution
7. Approve and adopt the New Share Mgmt For *
Option Scheme, subject to and
conditional upon the Listing
Committee of The Stock Exchange of
Hong Kong Limited Stock Exchange,
granting the listing of and
permission to deal in shares in the
capital of the Company which shall
fall to be issued and allotted upon
the exercise of any options that may
be granted under the Share Option
Scheme of the Company and authorize
the Directors of the Company to do
all such acts and to enter into all
such transactions, arrangements and
agreements as may deem necessary or
expedient in order to give full
effect to the New Share Option Scheme
without limitation: i) administering
the New Share Option Scheme and
granting option under the New Share
Option Scheme; ii) modifying and/or
amending the New Share Option Scheme
in accordance with the provisions of
the New Share Option Scheme and the
Rules Governing the Listing of
Securities of the Stock Exchange; and
iii) issuing and allotting such
number of shares in the capital of
the Company as may be required to be
issued pursuant to the exercise of
options granted under the New Share
Option Scheme; and to terminate the
operation of the existing Share
Option Scheme of the Company adopted
on 19 SEP 2000 and no options shall
- -------------------------------------------------------------------------------------------------------
CARPETRIGHT PLC Agenda: 700393628
CUSIP: G19083107 Meeting Type: AGM
Ticker: Meeting Date: 8/12/2003 ISIN: GB0001772945
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive and adopt the accounts for Mgmt For *
the period ended 03 MAY 2003 together
with the Directors report and the
Auditors report on those accounts and
the auditable part of the Directors
2. Declare a final dividend of 22p per Mgmt For *
ordinary share
3. Approve the Directors remuneration Mgmt For *
report for the YE 03 MAY 2003
4. Re-elect Lady Wilcox as a Director Mgmt For *
5. Re-elect M.J. Harris as a Director Mgmt For *
6. Re-elect Mr. D. Shapland as a Mgmt For *
7. Re-appoint KPMG Audit PLC as the Mgmt For *
Auditors until the conclusion of the
next meeting at which the accounts of
the Company are laid and authorize
the Directors to fix their
8. Authorize the Board, in substitution Mgmt For *
for any existing authority and for
the purpose of Section 80 of the
Companies Act 1985, to allot relevant
securities up to an aggregate nominal
amount of GBP 245,277; Authority
expires at the conclusion of the next
AGM of the Company; and the
Directors may allot relevant
securities after the expiry of this
authority in pursuance of such an
offer or agreement made prior to such
S.10 Authorize the Company, for the Mgmt For *
purpose of Section 166 of the
Companies Act 1985, to make market
purchases Section 163 of up to
7,358,332 10% of the Company s
issued share capital as at the date
of passing of this Resolution
ordinary shares of 1p each in the
capital of the Company, at a minimum
price of 1p exclusive of expenses
and not more than 5% above the
average market value for such shares
derived from the London Stock
Exchange Daily Official List, over
the previous 5 business days;
Authority expires the earlier of the
next AGM of the Company or 18 months;
the Company, before the expiry, may
make a contract to purchase ordinary
shares which will or may be executed
S.9 Authorize the Board, in substitution Mgmt For *
for any existing authority and
pursuant to Section 95 of the
Companies Act 1985, to allot equity
securities Section 94 for cash
pursuant to the authority conferred
by Resolution 8, disapplying the
statutory pre-emption rights Section
89(1), provided that this power is
limited to the allotment of equity
securities: a) in connection with a
rights issue in favor of ordinary
shareholders; b) up to an aggregate
nominal amount of GBP 36,792;
Authority expires at the conclusion
of the next AGM of the Company; and
the Board may allot securities after
the expiry of this authority in
pursuance of such an offer or
agreement made prior to such expiry
- -------------------------------------------------------------------------------------------------------
CHEN HSONG HOLDINGS LTD Agenda: 700394062
CUSIP: G20874106 Meeting Type: AGM
Ticker: Meeting Date: 8/28/2003 ISIN: BMG208741063
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive and approve the audited Mgmt For *
financial statements and the reports
of the Directors and the Auditors for
the YE 31 MAR 2003
2. Approve the payment of final dividend Mgmt For *
recommended by the Directors in
respect of the YE 31 MAR 2003
3. Re-elect the retiring Directors and Mgmt For *
approve to fix the Directors fees
4. Appoint the Auditors and authorize Mgmt For *
the Directors to fix their
- -------------------------------------------------------------------------------------------------------
CHEN HSONG HOLDINGS LTD Agenda: 700398630
CUSIP: G20874106 Meeting Type: SGM
Ticker: Meeting Date: 8/28/2003 ISIN: BMG208741063
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Authorize the Directors of the Mgmt For *
Company to repurchase its own shares
during the relevant period, subject
to and in accordance with all
applicable laws and/or requirements
of any recognized regulatory body or
any stock exchange in, any territory
applicable to the Company, not
exceeding 10% of the aggregate
nominal amount of the issued share
capital of the Company at the date of
passing this resolution; Authority
expires the earlier of the conclusion
of the next AGM or the expiration of
the period within which the next AGM
of the Company is to be held by law
2. Authorize the Directors of the Mgmt Against *
Company to allot, issue and deal with
additional shares in the share
capital of the Company and make or
grant offers, agreements and options
during and after the relevant period,
not exceeding the aggregate of (aa)
20% of the aggregate nominal amount
of the issued share capital of the
Company at the date of passing this
resolution; and (bb) the nominal
amount of share capital of the
Company repurchased after passing of
this resolution up to 10% of the
aggregate nominal amount of the
issued share capital, otherwise than
pursuant to: i) a rights issue; or
ii) the exercise of subscription or
conversion under the terms of nay
warrants or other securities issued
by the Company carrying a right to
subscribe for or purchase shares of
the Company; or iii) the exercise of
any option under any share option
scheme of the Company adopted by its
shareholders for the grant or issue
to eligible persons options to
subscribe for or rights to acquire
shares of the Company; or iv) any
scrip dividend or similar
arrangement; and Authority expires
the earlier of the conclusion of the
next AGM of the Company or the
expiration of the period within which
the next AGM of the Company is to be
3. Approve to extend the general mandate Mgmt For *
granted to the Directors of the
Company to allot shares and make or
grant offers, agreements and options
pursuant to Resolution 2, by total
nominal amount of shares in the
capital of the Company repurchased by
the Company pursuant to purchase such
shares since granting of such general
mandate pursuant to Resolution 1,
provided that such amount does not
exceed 10% of the total nominal
amount of the issued share capital of
the Company at the date of passing
this resolution
S.4 Amend the Bye-laws of the Company by Mgmt For *
deleting the existing words in the
first and second lines of Bye-law
96(B) and substitute with new words
S.5 Adopt the Company s Chinese name, for Mgmt For *
the purpose of the Company s
registration in Hong Kong under part
XI of the Companies Ordinance
Chapter 32 of the laws of Hong Kong
- -------------------------------------------------------------------------------------------------------
THE RESTAURANT GROUP PLC Agenda: 700514210
CUSIP: G2155M103 Meeting Type: AGM
Ticker: Meeting Date: 5/26/2004 ISIN: GB0000897198
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive the report of the Directors Mgmt For *
and the Auditors and to adopt the
accounts for the FYE 31 DEC 2003
2. Receive the Directors remuneration Mgmt For *
report for the YE 31 DEC 2003
3. Declare a final dividend of 2.9 pence Mgmt For *
per share for the YE 31 DEC 2003
4. Re-appoint Mr. Patricia A. Corzine as Mgmt For *
a Director
5. Re-appoint Mr. Kevin J. Bacon as a Mgmt For *
Director
6. Re-appoint Mr. Robert Ivell as a Mgmt For *
Director
7. Re-appoint BDO Stoy Hayward LLP as Mgmt For *
the Auditors to hold office from the
conclusion of the AGM to the
conclusion of the next AGM and
authorize the Directors to determine
their remuneration
8. Authorize the Directors, pursuant to Mgmt For *
the Article 4.3 of the Articles of
Association, to allot relevant
securities Section 80 up to an
aggregate nominal amount of GBP
18,585,056; Authority expires at the
conclusion of the AGM of the Company
held in 2005
S.10 Authorize the Company, for the Mgmt For *
purpose of Section 166 of the
Companies Act 1985, to make market
purchases Section 163(3) of up to
21,392,268 ordinary shares of 25
pence each in the capital of the
Company representing 10% of the
Company s issued ordinary share
capital, at a minimum price of 25
pence and up to 105% of the average
middle market quotations for such
shares derived from the London Stock
Exchange Daily Official List, over
the previous 5 business days;
Authority expires the earlier of the
conclusion of the next AGM of the
Company or 12 months; the Company,
before the expiry, may make a
contract to purchase ordinary shares
which will or may be executed wholly
S.9 Authorize the Directors, pursuant to Mgmt For *
the Article 4.4 of the Articles of
Association and to the Section 94(2)
to Section 94(3A) of the Companies
Act 1985, up to an aggregate nominal
amount of GBP 2,674,033; Authority
expires at the conclusion of the AGM
of the Company held in 2005
- -------------------------------------------------------------------------------------------------------
THE RESTAURANT GROUP PLC Agenda: 700444893
CUSIP: G2155M103 Meeting Type: EGM
Ticker: Meeting Date: 1/14/2004 ISIN: GB0000897198
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1.a Approve: a)(i) the acquisition by the Mgmt no action
Company of the whole, or such lesser
proportion as the Board of Directors
of the Company may consider
appropriate of the ordinary share
capital, issued and to be issued, of
ASK Central PLC on the terms and
conditions contained in the offer
document dated 22 DEC 2003 Offer
Document; ii) the Initial Offer and
the Amended Offer for ordinary shares
in ASK Central PLC set out in the
Offer Document from Dresdner
Kleinwort Wasserstein and addressed
to, inter alia, the ordinary
shareholders of ASK Central PLC
including any revision, extensions or
other subsidiaries acquiring the
whole of the issued and to be issued
share in any class or classes of
shares in the capital of ASK Central
PLC the Offer; and iii) any and all
arrangements or agreements made or
entered into, or which may in the
future be made or entered into, by
the Company or any of its
subsidiaries or persons acting in
concert with the Company, in
connection with the acquisition or
cancellation, in each case in
relation to the offer, of shares in,
or options issued by, ASK Central PLC
or the cancellation of admission of
ASK Central Shares on AIM on terms
and conditions approved by the Board;
and authorize the Board to waive,
amend, revise, vary or extend any of
the terms and/or conditions of the
Offer and do or procure the doing of
such other things and execute any
agreements and may any arrangements
as they may consider necessary or
desirable in connection with the
1.b Approve, subject to and conditional Mgmt no action
upon the Offer becoming or being
declared unconditional in all
respects other than as regards the
admission to the Official List of any
ordinary shares of 25p each in the
Company Ordinary Shares to be issued
pursuant to the Offer and to trading
on the London Stock Exchange s market
for listed securities becoming
effective Admission, the authorized
share capital of the Company be
increased from GBP 80,000,000 to GBP
100,000,000 by the creation of
80,000,000 ordinary shares of 25
pence each ranking pari passu in all
respects with the existing ordinary
shares
1.c Approve, subject to and conditional Mgmt no action
upon the Offer becoming unconditional
in all respects other than as regards
Admission in addition to and without
prejudice to any existing such
authority, to authorize the Directors
to allot relevant securities Section
80 of the Company up to a maximum
aggregate nominal amount of GBP
39,012,292,50 in connection with
Offer; Authority expires at the
conclusion of the next AGM of the
Company to be held in 2004; and the
Directors may allot relevant
securities after the expiry of this
authority in pursuance of such an
offer or agreement made prior to such
expiry
3. uthorize the Directors, subject to Mgmt no action
and conditional upon the Offer
becoming or being declared
unconditional and in addition to and
without prejudice to any existing
authority, to allot relevant
securities Section 80 of the
Company up to an aggregate nominal
amount of GBP 7,661,270,75;
Authority expires at the conclusion
of the next AGM of the Company in
2004; and the Directors may allot
relevant securities after the expiry
of this authority in pursuance of
such an offer or agreement made prior
S.2 Authorize the Directors, in addition Mgmt no action
to any existing authority, pursuant
to Section 95 and in pursuance of the
existing authority to allot relevant
securities Section 80 to allot and
make offer or agreements to allot
equity securities Section 94(2)
disapplying the statutory pre-emption
rights Section 89, provided that
this power is limited to the
allotment of equity securities for
cash up to an aggregate nominal
amount of GBP 2,428,729 in connection
with the conditional placing;
Authority expires at the conclusion
of the next AGM of the Company in
2004; and the Board may allot equity
securities after the expiry of this
authority in pursuance of such an
offer or agreement made prior to such
S.4 Authorize the Directors, in addition Mgmt no action
to the existing authority, pursuant
to Section 95 of the act and
pursuance to the existing authority
to allot relevant securities Section
80, to allot and make offer or
agreements to allot equity securities
Section 94(2), disapplying the
statutory pre-emption rights Section
89, provided that this power is
limited to the allotment of equity
securities for cash up to an
aggregate nominal amount of GBP
2,428,729; Authority expires at the
conclusion of the next AGM of the
S.5 Approve to change the name of the Mgmt no action
Company to The Restaurant Group PLC
- -------------------------------------------------------------------------------------------------------
CLEAR MEDIA LTD Agenda: 700464124
CUSIP: G21990109 Meeting Type: AGM
Ticker: Meeting Date: 5/28/2004 ISIN: BMG219901094
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive and approve the audited Mgmt For *
financial statements and the reports
of the Directors and of the Auditors
for the YE 31 DEC 2003
2. Re-elect the retiring Directors, who Mgmt For *
retire by rotation and authorize the
Board of Directors to fix the
Directors remuneration
3. Appoint the Auditors and authorize Mgmt For *
the Board of Directors to fix their
remuneration
4. Authorize the Directors to purchase Mgmt For *
shares during the relevant period of
HKD 0.10 each in the capital of the
Company Shares on The Stock
Exchange of Hong Kong Limited the
Stock Exchange or any other stock
exchange recognized for this purpose
by the Securities and Futures
Commission of Hong Kong and the Stock
Exchange, in accordance with all
applicable laws including the Hong
Kong Code on shares repurchases and
the rules governing the Listing of
Securities on the Stock Exchange the
Listing Rules, not exceeding 10% of
the aggregate nominal amount of the
share capital of the Company in
issue; Authority expires the earlier
of the conclusion of the next AGM of
the Company or the expiration of the
period within which the next AGM of
the Company is to be held by the
Company s Bye-laws the Bye-laws or
5. Authorize the Directors to allot, Mgmt Against *
issue and deal with additional shares
and make or grant offers, agreements
and options during and after the
relevant period, not exceeding 20% of
the aggregate nominal amount of the
share capital of the Company in issue
otherwise than pursuant to: i) a
rights issue; or ii) the exercise of
options granted under any share
option scheme; or iii) any scrip
dividend or similar arrangement;
Authority expires the earlier of the
conclusion of the next AGM of the
Company or the expiration of the
period within which the next AGM is
to be held by the Company s Bye-laws
the Bye-laws or the Companies
6. Approve, subject to the passing of Mgmt For *
Resolutions 4 and 5, to add the
aggregate nominal amount of shares
which are to be purchased by the
Company pursuant to the authority
granted to the Directors under
Resolution 5, to the aggregate
nominal amount of share capital that
may be allotted or agreed to be
allotted by the Directors pursuant to
- -------------------------------------------------------------------------------------------------------
CLEAR MEDIA LTD Agenda: 700493288
CUSIP: G21990109 Meeting Type: SGM
Ticker: Meeting Date: 5/28/2004 ISIN: BMG219901094
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve to grant options to Mr. Han Mgmt For *
Zi Jing, pursuant to the share option
scheme of the Company adopted by a
written resolution of the
shareholders of the Company dated 28
NOV 2001, which would entitle him to
subscribe for an aggregate number of
1,900,000 shares in respect of the
resolution of the Board 28 MAY 2003
and 1,000,000 shares in respect of
the resolution of the Board date 19
NOV 2003 of HKD 0.10 each in the
share capital of the Company, at an
exercise price of HKD 3.51 and HKD
S.2 Amend Bye-laws 1, 2, 6, 43(1)(a), 44, Mgmt For *
51, 76, 84(2), 88, 89(1), 103, 153,
160 and 161(b)
- -------------------------------------------------------------------------------------------------------
CLEAR MEDIA LTD Agenda: 700521455
CUSIP: G21990109 Meeting Type: SGM
Ticker: Meeting Date: 5/28/2004 ISIN: BMG219901094
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve the Maintenance Services Mgmt no action
Agreements and the related continuing
connected transactions and proposed
caps as specified, and authorize the
Directors to do all such further acts
and things and execute such further
documents and take all such steps
which in their opinion may be
necessary, desirable or expedient to
implement and/or give effect to the
terms of such transactions
2. Approve the Framework Agreement and Mgmt no action
the related continuing connected
transactions and proposed caps as
specified, and authorize the
Directors to do all such further acts
and things and execute such further
documents and take all such steps
which in their opinion may be
necessary, desirable or expedient to
implement and/or give effect to the
terms of such transactions
- -------------------------------------------------------------------------------------------------------
D.F.S FURNITURE COMPANY PLC Agenda: 700429827
CUSIP: G27559106 Meeting Type: AGM
Ticker: Meeting Date: 12/1/2003 ISIN: GB0002424371
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive the annual accounts of the Mgmt For *
Company for the period ended 02 AUG
2003, together with the reports of
the Directors, the Director s
remuneration report and the Auditor s
report on those accounts and on the
auditable part of the Directors
remuneration report
11. Approve, subject to the passing of Mgmt For *
Resolution 10, any purchase by the
Company pursuant to the authority
conferred by Resolution 10 from
Graham Kirkham and his associates as
defined in Listing Rules of the
Financial Services Authority
12. Approve and adopt the rules of the Mgmt For *
DFS Company Share Option Plan Plan
and authorize the Directors of the
Company to obtain the approval of the
Board of the Inland Revenue pursuant
to Schedule 4 of the Income Tax
(Earnings and Pensions) Act 2003 and
authorize the Directors to establish
further schemes pursuant to the Plan
2. Declare a final dividend of 17.0p per Mgmt For *
share on the ordinary shares
3. Re-elect Mr. J.M. Blackburn as a Mgmt For *
Director
4. Re-elect Mr. M.C. Walker as a Mgmt Against *
5. Re-elect Mr. W.R. Barnes as a Mgmt For *
6. Approve the Directors remuneration Mgmt For *
report
7. Re-appoint KPMG Audit PLC as the Mgmt For *
Auditor at a remuneration to be fixed
by the Directors
8. Approve to grant the authority Mgmt For *
conferred on the Directors by Article
4(B) of the Company s Articles of
Association with the Section 80
amount being GBP 1,606,053 Authority
expires the earlier of the
conclusion of the next AGM of the
S.10 Authorize the Company to make market Mgmt For *
purchases Section 163(3) of the
Companies Act 1985 of up to
10,688,000 ordinary shares of 5p each
in the capital of the Company, at a
minimum price of 5p per share and up
to 105% of the average middle market
quotations for such shares derived
from the London Stock Exchange Daily
Official List, over the previous 5
business days; Authority expires the
earlier of the conclusion of the next
AGM of the Company or 15 months; the
Company, before the expiry, may make
a contract to purchase ordinary
shares which will or may be executed
wholly or partly after such expiry
S.9 Approve, subject to the passing of Mgmt For *
Resolution 8, to grant the authority
conferred on the Directors by Article
4(C) of the Company s Articles of
Association with the Section 89
amount being GBP 267,214 Authority
expires the earlier of the conclusion
of the next AGM of the Company or 15
- -------------------------------------------------------------------------------------------------------
GREENE KING PLC (FORMERLY GREENE KING & SONS Agenda: 700398351
PLC)
CUSIP: G40880109 Meeting Type: AGM
Ticker: Meeting Date: 8/29/2003 ISIN: GB0003872420
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive and adopt the report of the Mgmt For *
Directors and the accounts for the YE
04 MAY 2003 and then Auditors
2. Declare a net final dividend of 21.3p Mgmt For *
per ordinary share
3. Re-elect Mr. Alan Bowkett as a Mgmt For *
Director of the Company
4. Re-appoint Ernst & Young LLP and Mgmt For *
authorize the Directors to fix their
remuneration
5. Approve the Directors remuneration Mgmt Against *
report for the YE 04 MAY 2003
6. Approve the rules of the Greene King Mgmt For *
PLC Long-Term Incentive Plan 2003
Plan; and authorize the Directors,
to make such modifications to the
Plan as they may consider necessary
to take account of the requirements
of the UK Listing Authority and best
practice and to adopt the Plan and do
all such acts and things necessary to
operate the Plan and to vote in favor
of any matter connected with the Plan
notwithstanding that they may be
interested in the same, except that
no Director may be counted in a
quorum or vote in respect of his own
participation, subject to the
relaxation of the provisions of the
Articles of Association of the
S.7 Authorize the Directors, in Mgmt For *
accordance with Article 11 of the
Articles of Association of the
Company and for the purpose of
Section 80 of the Companies Act 1985,
to allot relevant securities up to an
aggregate nominal amount of GBP
5,966,260; Authority expires the
earlier of the next AGM of the
Company or 15 months; and the
Directors may allot relevant
securities after the expiry of this
authority in pursuance of such an
S.8 Approve to renew the authority and Mgmt For *
powers conferred on the Directors by
Article 11 of the Articles of
Association of the Company, to allot
securities up to GBP 894,939 Section
89 amount; Authority expires the
earlier of the next AGM in 2004 or 15
months; and the Directors may allot
equity securities after the expiry
of this authority in pursuance of
such an offer or agreement made prior
to such expiry
S.9 Authorize the Company, for the Mgmt For *
purpose of Section 166 of the
Companies Act 1985, to make market
purchases Section 163 of up to
7,159,513 ordinary shares of 25p each
in the capital of the Company, at a
minimum price of 25p and up to 105%
of the average middle market
quotations for such shares derived
from the London Stock Exchange Daily
Official List, over the previous 5
business days; Authority expires the
earlier of the next AGM of the
Company or 15 months; the Company,
before the expiry, may make a
contract to purchase ordinary shares
which will or may be executed wholly
- -------------------------------------------------------------------------------------------------------
INTERNATIONAL ENERGY GROUP LTD Agenda: 700498327
CUSIP: G4843M107 Meeting Type: AGM
Ticker: Meeting Date: 5/20/2004 ISIN: GB0003951372
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
Elect a Chairman of the meeting Non-
Voting
1. Approve the minutes of the AGM held Mgmt For *
on 22 MAY 2003
10. Authorize the Directors to fix their Mgmt For *
remuneration
11. Authorize the Company, in accordance Mgmt For *
with Article 9A and in accordance
with The Companies Purchase of Own
Shares Ordinance,1988, to make market
purchases of up to 7,354,30 10% of
the Company s issued ordinary share
capital at 31 MAR 2004 ordinary
shares, at a minimum price of 10
pence and up to 105% of the average
of the middle market quotations for
an ordinary share derived from the
Daily Official List of the London
Stock Exchange, over the previous 5
business days; Authority expires the
earlier of the conclusion of the next
AGM or 31 DEC 2005; the Company,
before the expiry, may make a
contract for the purchase of ordinary
shares which will or may be executed
wholly or partly after such expiry
and the Company may make a purchase
of ordinary shares pursuant to any
such
12. Authorize the Directors to allot Mgmt For *
equity securities up to an aggregate
nominal amount of GBP 367,711 being
not more than 5% of the issued share
capital of the Company; Authority
expires the earlier of the conclusion
of the next AGM or 31 DEC 2005;
2. Receive the Directors report and the Mgmt For *
audited financial statements for the
YE 31 DEC 2003
3. Approve the Directors remuneration Mgmt For *
report for the YE 31 DEC 2003
4. Declare a dividend for 2003 Mgmt For *
5. Re-elect Mr. T.H. Scott as a Director Mgmt For *
6. Re-elect Mr. J.M. Le Pelley as a Mgmt For *
Director
7. Re-elect Mr. P. Fairclough as a Mgmt For *
Director
8. Re-elect Mr. R.A. Franklin as a Mgmt For *
Director
9. Re-appoint the HLB AV Audit Plc and Mgmt For *
Grant Thornton as the joint Auditors
- -------------------------------------------------------------------------------------------------------
JCG HOLDINGS LTD Agenda: 700448396
CUSIP: G5085Q102 Meeting Type: AGM
Ticker: Meeting Date: 3/25/2004 ISIN: BMG5085Q1024
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive and approve the audited Mgmt For *
financial statements and the reports
of the Directors and the Auditors for
the YE 31 DEC 2003
2. Re-elect the Directors and authorize Mgmt For *
the Board of Directors to fix the
Directors remuneration
3. Re-appoint Messrs. Ernst & Young as Mgmt For *
the Auditors and authorize the
Directors to fix their remuneration
4. Authorize the Directors of the Mgmt Against *
Company, subject all applicable laws,
to allot, issue and deal with
additional shares in the capital of
the Company, and make or grant
offers, agreements or options during
and after the relevant period, not
exceeding 20% of the aggregate
nominal amount of the issued share
capital of the Company at the date of
passing this resolution, otherwise
than pursuant to i) a rights issue;
or ii) the exercise of warrants to
subscribe for shares of the Company
or the exercise of options granted
under any shares option scheme
adopted by the Company; or iii) an
issue of shares of the Company in
lieu of the whole or part of a
dividend on shares of the Company in
accordance with the Company s Bye-
laws; or iv) an issue of shares made
pro-rata to holders of shares in the
Company on a fixed record date;
Authority expires the earlier of the
conclusion of the next AGM of the
Company or the expiration of the
period within which the next AGM of
the Company is required by any
5. Authorize the Directors of the Mgmt For *
Company to repurchase shares of HKD
0.10 each in the capital of the
Company on the Stock Exchange of Hong
Kong Limited Stock Exchange, during
the relevant period, subject to and
in accordance with all applicable
laws and requirements of the rules
governing the listing of securities
on the Stock Exchange or any other
stock exchange, not exceeding 10% of
the aggregate nominal amount of the
issued share capital of the Company
at the date of passing this
resolution; Authority expires the
earlier of the conclusion of the next
AGM of the Company or the expiration
of the period within which the next
AGM of the Company is required by any
applicable law or the
6. Approve, subject to the passing of Mgmt For *
Resolutions 4 and 5, to extend the
general mandate granted to the
Directors of the Company to allot
shares, by adding thereto an amount
representing the aggregate nominal
amount of the shares in the Company
repurchased by the Company pursuant
to Resolution 5, provided that such
amount does not exceed 10% of the
aggregate nominal amount of the
issued share capital of the Company
at the date of passing this
S.7 Amend Bye-law 1, 39, 48, 81, 119, Mgmt Against *
120, 130 and 160 of the Bye-laws of
the Company
- -------------------------------------------------------------------------------------------------------
JCG HOLDINGS LTD Agenda: 700408582
CUSIP: G5085Q102 Meeting Type: CRT
Ticker: Meeting Date: 9/23/2003 ISIN: BMG5085Q1024
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve, by an order dated 27 AUG Mgmt Against *
2003 Order, a Scheme of Arrangement
between the Company and the holders
of the scheme shares; appoint Dr. The
Hong Piow as a Director of the
Company or failing him, Mr. Datuk Tay
Ah Lek as a Director of the Company
or failing him, any other person who
is a Director of the Company, by the
order of the Court as at the date of
the order, to act as Chairman of the
said meeting and to report the result
thereof to the Court; and the said
Scheme of Arrangement will be subject
to the subsequent approval of the
Court and to the satisfaction of the
proposal
- -------------------------------------------------------------------------------------------------------
JCG HOLDINGS LTD Agenda: 700408570
CUSIP: G5085Q102 Meeting Type: SGM
Ticker: Meeting Date: 9/23/2003 ISIN: BMG5085Q1024
For/Against
Proposal Type Vote Management
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S.1 Approve the Scheme of Arrangement of Mgmt Against *
29 AUG 2003 Scheme between the
Company and the holders of Scheme
shares as defined in the Scheme
with any modification(s) or
addition(s) or condition(s) approved
or imposed by the Supreme Court of
Bermuda; approve, for the purpose of
giving effect to the Scheme on the
Effective Date as defined in the
Scheme, to reduce the issued share
capital of the Company by canceling
and extinguishing the Scheme shares
and that the Company shall apply the
amount of credit arising in its books
of account as a result of the
reduction of its share capital to a
reserve account in the books of
account of the Company; and Authorize
the Directors of the Company to do
all such acts and things as they may
consider necessary or desirable in
connection with the implementation(s)
of the Scheme, including without
limitation the giving of consent to
and modification(s) of, or
addition(s) to the Scheme, which the
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J D WETHERSPOON PLC Agenda: 700420665
CUSIP: G5085Y147 Meeting Type: AGM
Ticker: Meeting Date: 11/11/2003 ISIN: GB0001638955
For/Against
Proposal Type Vote Management
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1. Receive the report of the Directors Mgmt For *
and the audited accounts of the
Company for the FYE 27 JUL 2003
2. Receive and approve the Directors Mgmt For *
remuneration report for the YE 27 JUL
2003
3. Declare a final dividend for the YE Mgmt For *
27 JUL 2003 of 2.33 pence per
ordinary shares of 2 pence in the
capital of the Company
4. Re-elect Mr. J. Hutson as a Director Mgmt For *
5. Re-elect Mr. J. Clarke as a Director Mgmt For *
6. Re-elect Mrs. S. Baker as a Director Mgmt For *
7. Re-appoint PricewaterhouseCoopers LLP Mgmt For *
as the Auditors of the Company and
authorize the Directors to fix their
remuneration
8. Authorize the Directors, in Mgmt For *
substitution for any existing
authority and pursuant to Section 80
of the Companies Act 1985, to allot
relevant securities Section 80 up to
maximum nominal amount of GBP
1,350,000; Authority expires the
earlier of 15 months and the
conclusion of the AGM of the Company;
and the Directors may allot
relevant securities after the expiry
of this authority in pursuance of
such an offer or agreement made prior
to such expiry
S.10 Authorize the Company, pursuant to Mgmt For *
Section 166 of the Act, to make
market purchases Section 163(3) of
up to 31,097,740 ordinary shares in
the capital of the Company, at a
minimum price equal to the nominal
value and up to 105% of the average
middle market quotations for such
shares derived from the London Stock
Exchange Daily Official List, over
the previous 5 business days;
Authority expires the earlier of the
conclusion of the next AGM of the
Company and 30 APR 2003; the
Company, before the expiry, may make
a contract to purchase ordinary
shares which will or may be executed
wholly or partly after such expiry
S.9 Authorize the Directors, subject to Mgmt For *
the passing of Resolution 8 and
pursuant to Section 95 of the Act, to
allot equity securities Section 94(2)
for cash pursuant to the authority
conferred by Resolution 8,
disapplying the statutory pre-emption
rights Section 89(1), provided that
this power is limited to the
allotment of equity securities: i)
for cash in connection with a rights
issue, open offer in favor of
ordinary shareholders; ii) for cash
up to an aggregate nominal amount of
GBP 207,000; Authority expires the
earlier of 15 months and the
conclusion of the AGM of the Company;
and the Directors may allot equity
securities after the expiry of this
authority in pursuance of such an
offer or agreement made prior to such
expiry
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JJB SPORTS PLC Agenda: 700368283
CUSIP: G51394107 Meeting Type: AGM
Ticker: Meeting Date: 7/11/2003 ISIN: GB0004685235
For/Against
Proposal Type Vote Management
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1. Receive and approve the Directors Mgmt For *
report and the audited financial
statements for the YE 31 JAN 2003 and
the Auditors report thereon
2. Receive and approve the Directors Mgmt For *
remuneration report for the YE 31 JAN
203
3. Declare a final dividend in respect Mgmt For *
of the YE 31 JAN 2003 at 5p net per
ordinary share, payable on 15 JUL 203
to shareholders on the register at
the close of business on 13 JUN 2003
4. Re-elect Mr. B.J.K. Dunn as a Mgmt For *
Director, who retires by rotation
5. Re-elect Mr. J.D. Greenwood as a Mgmt For *
Director, who retires by rotation
6. Re-elect Mr. T.W. Knight as a Mgmt For *
Director, who retires in accordance
with the Articles of Association of
the Company
7. Re-appoint Deloitte & Touche of Mgmt For *
Manchester as the Auditors until the
conclusion of the next general
meeting of the Company at which
accounts are laid and authorize the
Directors to determine their
8. Authorize the Directors, in Mgmt For *
substitution for any existing
authority and pursuant to Section 80
of the Companies Act 1985, to allot,
grant options, offer or otherwise
deal with or dispose of any relevant
securities Section 80(2) of the
Company up to an aggregate nominal
value of GBP 4,181,219 to such
persons, at such times and on such
terms and conditions as the Directors
subject to the Articles of
Association of the Company in their
absolute discretion may determine;
Authority expires the earlier of the
conclusion of the next AGM of the
Company or 15 months; and the
Directors may allot relevant
securities after the expiry of this
authority in pursuance of such an
offer or agreement made prior to such
S.9 Authorize the Directors, in Mgmt For *
substitution for any existing
authority, subject to the passing of
Resolution 8 and pursuant to Section
95 of the Companies Act 1985, to
allot equity securities Section
94(2) for cash pursuant to the
authority conferred by Resolution 8,
disapplying the statutory pre-emption
rights Section 89(1), provided
that this power is limited to the
allotment of equity securities: (i)
in connection with a rights issue in
favor of ordinary shareholders; b) up
to an aggregate nominal amount of
GBP 587,592; Authority expires the
earlier of the conclusion of the next
AGM of the Company or 15 months; and
the Directors may allot equity
securities after the expiry of this
authority in pursuance of such an
offer or agreement made prior to such
expiry
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JJB SPORTS PLC Agenda: 700448954
CUSIP: G51394107 Meeting Type: EGM
Ticker: Meeting Date: 2/6/2004 ISIN: GB0004685235
For/Against
Proposal Type Vote Management
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2. Approve, pursuant to the Mgmt For *
authorization granted to the Company
in Resolution 1, the waiver by the
Panel of Takeovers and Mergers as
prescribed of any requirement under
Rule 9 of the City Code on Takeovers
and Mergers for the Concerned Party
as prescribed or any of them, to
make a general offer to the
shareholders of the Company as a
result of the market purchase by the
Company of up to 27,726,473 shares of
5 pence each in the Company
S.1 Authorize the Company, subject to the Mgmt For *
passing of Resolution 2 and for the
purpose of Section 166 of the
Companies Act 1985, to make market
purchases Section 163(3) of ordinary
shares of 5 pence each in the capital
of the Company ordinary shares
pursuant to or in connection with
tender offer, as amended from time to
time in accordance with the terms
thereof Tender Offer provided that:
the maximum number of ordinary shares
hereby authorized to be purchased to
the Tender Offer is such number of
ordinary shares as would be derived
by dividing the sum of GBP 40 million
by the price to be paid per ordinary
share as determined by UBS Limited
and the Board of Directors of the
Company and falling between 240 pence
and 280 pence, and in any event being
a number of ordinary shares in
pursuance no greater than 16,666,666;
Authority shall expire at the
conclusion of the AGM of the Company
in 2004 or 12 months whichever is
earlier, provided that the Company
may make a contract to purchase
ordinary shares under this authority
before its expiry which will or may
be executed wholly or partly
thereafter and may make a purchase of
ordinary shares in pursuance of any
such contract as if such authority
had not expired; and the price to be
paid for any ordinary shares is the
strike price as specified; and
authorize the Company, subject to the
passing of Resolution 2, with effect
from the completion or lapsing of
Tender Offer and for the purpose of
Section 166 of the Companies Act
1985, to make market purchases
Section 163(3), of up to 5% rounded
down to the nearest whole ordinary
share of the issued share capital of
the Company following completion or
lapsing of the Tender Offer, and in
any event being a number of ordinary
shares no greater than 11,893,140 on
such terms and in such manner as the
Directors of the Company may from
time to time determine, at a minimum
price of 5 pence exclusive of
attributable expenses payable by the
Company and not more than 5% above of
the average middle market quotations
for an ordinary share derived from
the London Stock Exchange Daily
Official
List, over the previous 5 business
days exclusive of attributable
expenses payable by the Company;
Authority expires the earlier of the
conclusion of the AGM of the Company
in 2004 or 12 months; the Company,
before the expiry, may make a
contract to purchase ordinary shares
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KINGBOARD CHEMICAL HOLDINGS LTD Agenda: 700473705
CUSIP: G52562108 Meeting Type: AGM
Ticker: Meeting Date: 4/22/2004 ISIN: KYG525621085
For/Against
Proposal Type Vote Management
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1. Receive and consider the audited Mgmt For *
financial statements and the
Directors report and the Auditors
report thereon for the YE 31 DEC 2003
2. Declare a final dividend Mgmt For *
3. Re-elect the Directors and authorize Mgmt For *
the Board of Directors to fix their
remuneration
4. Re-appoint the Auditors and authorize Mgmt For *
the Board of Directors to fix their
remuneration
5.A Authorize the Directors of the Mgmt Against *
Company, subject to this resolution,
to allot, issue and deal with
additional shares of the Company
shares or securities convertible into
shares, or options, warrants or
similar rights to subscribe for any
shares, and to make or grant offers,
agreements and options during and
after the relevant period, not
exceeding the 20% of the aggregate
nominal amount of the share capital
of the Company in issue at the date
of passing this resolution; otherwise
than pursuant to i) a rights issue;
ii) the exercise of rights
subscription or conversion under the
terms of any warrants issued by the
Company or any securities which are
convertible into shares; iii) the
exercise of any option Scheme or
similar arrangement; or iv) any scrip
dividend or similar arrangement;
Authority expires the earlier of the
conclusion of the next AGM of the
Company or the expiration of the
period within which the next AGM of
the Company is required by law or the
Articles of Association of the
Company to be held; B) authorize the
Directors of the Company, subject to
this resolution, to repurchase shares
of the Company shares or securities
convertible into shares, during or
after the relevant period, on The
Stock Exchange of Hong Kong Limited
Stock Exchange or any other stock
exchange on which the securities of
the Company may be listed and
recognized for this purpose by the
Securities and Futures Commission of
Hong Kong and the Stock Exchange
under the Hong Kong Code on share
repurchases and, subject to and in
accordance with all applicable laws
and regulations, not exceeding 10% of
the aggregate nominal amount of the
share capital of the Company in issue
at the date of passing of this
resolution; Authority expires the
earlier of the conclusion of the next
AGM of the Company or the expiration
of the period within which the next
AGM of the Company is required by the
Articles of Association of the
Company or any applicable laws to be
held; C) approve, conditional upon
the passing of Resolutions 5A and 5B
to extend the general mandate granted
to the Directors to allot, issue or
otherwise deal with shares of the
Company pursuant to Resolution 5A as
specified, by an amount representing
the aggregate nominal amount of the
share capital of the Company
repurchased by the Company under the
authority granted pursuant to
Resolution 5B as specified, provided
that such amount does not exceed 10%
of the aggregate nominal amount of
the share capital of the Company in
issue at the date of passing this
5.B Authorize the Directors of the Mgmt For *
Company, subject to this resolution,
to repurchase shares of the Company
shares or securities convertible into
shares, during or after the relevant
period, on The Stock Exchange of Hong
Kong Limited Stock Exchange or any
other stock exchange on which the
securities of the Company may be
listed and recognized for this
purpose by the Securities and Futures
Commission of Hong Kong and the Stock
Exchange under the Hong Kong Code on
share repurchases and, subject to and
in accordance with all applicable
laws and regulations, not exceeding
10% of the aggregate nominal amount
of the share capital of the Company
in issue at the date of passing of
this resolution; Authority expires
the earlier of the conclusion of the
next AGM of the Company or the
expiration of the period within which
the next AGM of the Company is
required by the Articles of
Association of the
5.C Approve, conditional upon the passing Mgmt For *
of Resolutions 5A and 5B to extend
the general mandate granted to the
Directors to allot, issue or
otherwise deal with shares of the
Company pursuant to Resolution 5A as
specified, by an amount representing
the aggregate nominal amount of the
share capital of the Company
repurchased by the Company under the
authority granted pursuant to
Resolution 5B as specified, provided
that such amount does not exceed 10%
of the aggregate nominal amount of
the share capital of the Company in
issue at the date of passing this
6. Approve to increase the authorized Mgmt For *
share capital of the Company from HKD
80,000,000 divided into 800,000,000
shares of HKD 0.10 each to HKD
120,000,000 divided into
1,200,000,000 shares of HKD 0.10 each
by the creation of an additional
400,000,000 new shares of HKD 0.10
each, such new shares to rank pari
passu in all respects with the
existing issued and unissued shares
of HKD 0.10 each in the authorized
share capital of the Company
S.7 Amend the Articles of Association of Mgmt For *
the Company as follows: a) by
replacing the definition of Associate
in Article 2; b) by inserting the new
definition of Designated Stock
Exchange in Article 2; c) by
inserting the new definition of
notice in Article 2; d) replacing the
entire Article 3, subject to the
passing of Resolution 6 as specified;
e) adding the words as specified, at
the end of Article 13; f) adding the
sentence as specified, at the end of
Article 24; g) adding the new Article
46A immediately before Article 47; h)
adding the words at the end of
Article 51; i) adding the new Article
73A immediately after Article 73; j)
by deleting the existing Article 86
in its entirety and replacing
therewith the new Article 86; k)
adding the words, subject to
applicable laws, rules and
regulations, at the beginning of
Article 98(B); l) by deleting the
existing Articles 98H,I,J and K in
their entirety and replacing
therewith the new Articles 98H,I,J
and K; m) by deleting the existing
Article 99(B) in its entirety and
replacing therewith the new Article
99(B); n) replacing the word as
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KINGBOARD CHEMICAL HOLDINGS LTD Agenda: 700556472
CUSIP: G52562108 Meeting Type: EGM
Ticker: Meeting Date: 6/30/2004 ISIN: KYG525621085
For/Against
Proposal Type Vote Management
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1. Approve the transactions under the Mgmt For *
Shiral Supply Agreement and the
Annual Caps and authorize the
Directors of the Company to do,
approve and transact all such acts
and things as they may in their
discretion consider necessary or
desirable in connection therewith
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LASTMINUTE.COM PLC, LONDON Agenda: 700450442
CUSIP: G5383B104 Meeting Type: AGM
Ticker: Meeting Date: 3/4/2004 ISIN: GB0001583078
For/Against
Proposal Type Vote Management
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PLEASE NOTE THAT THIS IS A REVISION Non-
DUE TO THE REVISED WORDING OF THE Voting
RESOLUTIONS. IF YOU HAVE ALREADY
SENT IN YOUR VOTES, PLEASE DO NOT
RETURN THIS PROXY FORM UNLESS YOU
DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
1. Receive the report of the Directors, Mgmt For *
the financial statements and the
report of the Auditors for the YE 30
SEP 2003
10. Authorize the Directors, to allot Mgmt For *
relevant securities Section 80 up to
an aggregate nominal amount of GBP
1,172,008; Authority expires the
earlier of the next AGM of the
Company or 04 JUN 2005; and the
Board may make allotments during the
relevant period which may be
exercised after the relevant period
11. Authorize the Directors, subject to Mgmt For *
the passing of Resolution 10 and
pursuant to Section 95 of the
Companies Act 1985, to allot equity
securities Section 94 for cash
pursuant to the authority conferred
by Resolution 10, disapplying the
statutory pre-emption rights Section
89(1), provided that this power is
limited to the allotment of equity
securities: i) in connection with a
rights issue in favor of ordinary
shareholders; ii) up to an aggregate
nominal amount of GBP 150,249;
Authority expires the earlier of the
next AGM of the Company or 04 JUN
2005; and the Board may allot equity
securities after the expiry of this
authority in pursuance of such an
offer or agreement made prior to such
expiry
2. Receive and approve the remuneration Mgmt For *
report for the YE 30 SEP 2003
3. Elect Mr. Clive Jacobs as a Director Mgmt For *
4. Elect Mr. Agnes Touraine as a Mgmt For *
5. Elect Mr. Sven Boinet as a Director Mgmt For *
6. Elect Mr. Ian McCaig as a Director Mgmt For *
7. Re-elect Mr. Allan Leighton as a Mgmt For *
Director
8. Re-appoint Ernst & Young LLP as the Mgmt For *
Auditors of the Company; and
authorize the Directors to determine
their remuneration
9. Approve the Lastminute.com PLC Annual Mgmt For *
Share Bonus Plan, the Lastminute.com
PLC Long Term Incentive Plan and the
Lastminute.com PLC Share Incentive
Plan Plans and authorize the
Directors to do all acts and things
which they consider necessary or
expedient to carry the Plans into
effect including the making of any
amendments to the rules as they may
consider necessary or desirable
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PETER HAMBRO MINING PLC, LONDON Agenda: 700516947
CUSIP: G5555S109 Meeting Type: AGM
Ticker: Meeting Date: 5/28/2004 ISIN: GB0031544546
For/Against
Proposal Type Vote Management
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1. Receive and adopt the report of the Mgmt For *
Directors and the audited accounts of
the Company for the YE 31 DEC 2003,
together with the report of the
Auditors
2. Re-elect Mr. Peter Hill-Wood as a Mgmt For *
Director, who retires in accordance
with the Article 86 of the Company s
Articles of Association
3. Re-elect Mr. Peter Hambro as a Mgmt For *
Director, who retires in accordance
with the Article 91 of the Company s
Articles of Association
4. Re-elect Sir Rudolph Agnew as a Mgmt For *
Director, who retires in accordance
with the Article 91 of the Company s
Articles of Association
5. Re-elect Moore Stephens as the Mgmt For *
Auditors until the conclusion of the
next general meeting at which
accounts are laid before and
authorize the Directors to fix their
6. Authorize the Directors, in Mgmt Against *
substitution for any existing
authority and in accordance with
Section 80 of the Companies Act 1985,
to allot relevant securities Section
80 up to an aggregate nominal amount
of GBP 360,014; Authority expires at
the of 5 years; and the Directors
may allot relevant securities after
the expiry of this authority in
pursuance of such an offer or
agreement made prior to such
S.7 Authorize the Directors, subject to Mgmt Against *
the passing of Resolution 6 and
pursuant to Section 95 of the
Companies Act 1985, to allot equity
securities Section 94 for cash
pursuant to the authority conferred
by Resolution 6 and to transfer
equity securities Section 94 which
are held by the Company in treasury,
disapplying the statutory pre-emption
rights Section 89(1), provided
that this power is limited to the
allotment of equity securities: a) in
connection with or the subject of an
offer or invitation, including a
rights issue or open or equivalent
offer, open for acceptance for a
period fixed by the Directors, to the
ordinary shareholders; b) pursuant to
the terms of any share option scheme
adopted by the Company and any shares
acquired or held by the company in
treasury may be transferred in
satisfaction of the exercise of
options under any of the Company s
share option schemes; and c) up to an
aggregate nominal amount of GBP
63,998; Authority expires the earlier
of the conclusion of the AGM of the
Company in 2005 or 15 months; and
the Directors may allot equity
securities after the expiry of this
authority in pursuance of such an
offer or agreement made prior to such
S.8 Authorize the Company to make market Mgmt For *
purchases Section 163(3) of up to
6,399,800 of its ordinary shares of
GBP 0.01 or if the ordinary shares
have a nominal value other than GBP
0.01 each, such number as has an
aggregate nominal value of GBP
63,998, at a minimum price of 0.01
per share and not more than 5% of the
above the average middle market
quotations for such shares derived
from the AIM Section of the Daily
Official List of the London Stock
Exchange, over the previous 5
business days; Authority expires the
earlier of the conclusion of the next
AGM of the Company or 18 months; the
Company, before the expiry, may make
a contract to purchase ordinary
shares which will or may be executed
wholly or partly after such expiry
- -------------------------------------------------------------------------------------------------------
PETER HAMBRO MINING PLC, LONDON Agenda: 700443182
CUSIP: G5555S109 Meeting Type: EGM
Ticker: Meeting Date: 12/29/2003 ISIN: GB0031544546
For/Against
Proposal Type Vote Management
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1. Approve the implementation of the Mgmt no action
disposal of the Group s titanium
assets, and the provision by the
Company to Aricom PLC of related
funding, including the grant of
security by Aricom PLC to the Company
for such funding
- -------------------------------------------------------------------------------------------------------
PETER HAMBRO MINING PLC, LONDON Agenda: 700522027
CUSIP: G5555S109 Meeting Type: EGM
Ticker: Meeting Date: 6/7/2004 ISIN: GB0031544546
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
S.1 Authorize the Directors,: A) in Mgmt Against *
substitution for any existing power
and in accordance with Section 80 of
the Companies Act 1985, to allot
relevant securities Section 80 up to
an aggregate nominal amount of GBP
360,014; Authority expires in 5 years
from the date of passing this
resolution; and the Directors may
allot relevant securities after the
expiry of this authority in pursuance
of such an offer or agreement made
prior to such expiry; pursuant to
Section 95 of the Companies Act 1985,
to allot equity securities Section 94
pursuant to the authority given in
accordance with Section 80 of the
Companies Act 1985 by this Resolution
and transfer equity securities
Section 94 which are held by the
Company treasury, disapplying the
statutory pre-emption rights Section
89(1), provided that this power is
limited to the allotment of equity
securities: a) in connection with a
rights issue in favor of ordinary
shareholders; b) pursuant to the
terms of any share option scheme
adopted by the Company and any shares
acquired or held by the Company in
treasury be transferred in
satisfaction of the exercise of
options under any of the Company s
share option schemes; c) in
connection with the Placing; and d)
up to an aggregate nominal amount of
GBP 110,998; Authority expires the
earlier of the conclusion of the AGM
of the Company in 2005 or 15 months
after the date of the passing this
resolution; and the Directors may
allot equity securities after the
expiry of this authority in pursuance
of such an offer or agreement made
- -------------------------------------------------------------------------------------------------------
LTG TECHNOLOGIES PLC Agenda: 700480306
CUSIP: G5692V106 Meeting Type: AGM
Ticker: Meeting Date: 4/19/2004 ISIN: GB0004352935
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive the Directors report and the Mgmt For *
accounts for the YE 31 DEC 2003 and
the Auditors report thereon
2. Approve the Directors remuneration Mgmt For *
report for the YE 31 DEC 2003
3. Elect Mr. Cregor Wedell as a Mgmt For *
Director, during the year
4. Re-elect Dr. Franz Wimptten as a Mgmt For *
Director, who retires by rotation
5. Re-elect Mr. John Holmes as a Mgmt For *
Director, who retires by rotation
6. Re-appoint BDO Stoy Hayward LLP as Mgmt For *
the Auditors
7. Authorize the Directors to fix the Mgmt For *
remuneration of the Auditors
8. Authorize the Directors, in Mgmt For *
substitution for any existing
authority and for the purpose of
Section 80 of the Companies Act 1985,
to allot relevant securities up to an
aggregate nominal value of GBP
1,211,693.25 representing
approximately 10% of issued share
capital of the Company; Authority
expires at the conclusion of the AGM
of the Company next year; and the
Directors may allot relevant
securities after the expiry of this
authority in pursuance of such an
offer or agreement made prior to such
expiry
S.9 Authorize the Directors, subject to Mgmt For *
the passing of Resolution 8 and
pursuant to Section 95 of the
Companies Act 1985, to allot equity
securities Section 94 for cash
pursuant to the authority conferred
by Resolution 8, disapplying the
statutory pre-emption rights Section
89(1), provided that this power is
limited to the allotment of equity
securities a) in connection with a
rights issue, open offer or other
offers in favor of ordinary
shareholders; and b) up to an
aggregate nominal value of GBP
1,211,693.25 10% of the issued share
capital; Authority expires at the
AGM of the Company in 2005
- -------------------------------------------------------------------------------------------------------
LUMINAR PLC Agenda: 700359652
CUSIP: G5696A108 Meeting Type: AGM
Ticker: Meeting Date: 7/1/2003 ISIN: GB0005382444
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive the audited accounts for the Mgmt For *
period ended 02 MAR 2003 together
with the reports of the Directors and
the Auditors thereon
2. Approve the Director s report on Mgmt For *
remuneration for the YE 02 MAR 2003
3. Declare a final dividend of 8.06p per Mgmt For *
ordinary share
4. Re-elect Mr. A.R. Burns as a Director Mgmt For *
5. Re-elect Mr. K. Hamill as a Director Mgmt For *
6. Re-elect Mr. M. Payne as a Director Mgmt For *
7. Appoint PricewaterhouseCoopers LLP as Mgmt For *
the Auditors of the Company until the
conclusion of the next general
meeting at which the accounts are
laid and authorize the Directors to
determine their remuneration
8. Authorize the Directors to allot Mgmt For *
relevant securities Section 80 of the
Companies Act 1985 up to an aggregate
nominal amount of GBP 6,097,940;
Authority expires the earlier of the
next AGM of the Company or 15 months;
and the Directors may make
allotments during the relevant period
which may be
S.10 Authorize the Company, subject to the Mgmt For *
Company s Articles of Association and
for the purpose of Section 166 of the
Companies Act 1985, to make one or
more market purchases Section 163(3)
of up to 7,317,528 ordinary shares
10% of the Company s issued share
capital, at a minimum price of its
nominal value and up to 105% of the
closing mid market price for such
shares derived from the London Stock
Exchange Daily Official List, over
the previous 5 business days;
Authority expires the earlier of the
conclusion of the next AGM of the
Company or 15 months; the Company,
before the expiry, may make a
contract to purchase ordinary shares
which will or may be executed wholly
or partly after such expiry
S.9 Authorize the Directors, subject to Mgmt For *
the passing of Resolution 8 and
pursuant to Section 95 of the
Companies Act 1985, to allot equity
securities Section 94 for cash
pursuant to the authority conferred
by Resolution 9, disapplying the
statutory pre-emption rights Section
89(1), provided that this power is
limited to the allotment of equity
securities a) in connection with an
rights issue in favor of ordinary
shareholders; and b) up to an
aggregate nominal amount of GBP
914,691; Authority expires the
earlier of the conclusion of the next
AGM of the Company or 15 months;
and, authorize the Directors to allot
equity securities after the expiry of
this authority in pursuance of such
an offer or agreement made prior to
such expiry
- -------------------------------------------------------------------------------------------------------
LUMINAR PLC Agenda: 700465354
CUSIP: G5696A108 Meeting Type: EGM
Ticker: Meeting Date: 3/24/2004 ISIN: GB0005382444
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Authorize the Directors to adopt the Mgmt no action
rules of the Luminar Deferred Bonus
Plan
- -------------------------------------------------------------------------------------------------------
MITIE GROUP PLC Agenda: 700399644
CUSIP: G6164F157 Meeting Type: AGM
Ticker: Meeting Date: 9/18/2003 ISIN: GB0004657408
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive the accounts for the YE 31 Mgmt For *
MAR 2003 and the reports of the
Directors and the Auditors thereon
10. Re-appoint Deloitte & Touche as the Mgmt For *
Auditors of the Company until the
conclusion of the next general
meeting before which accounts are
laid and approve to fix their
remuneration by the Directors
2. Approve the remuneration report for Mgmt For *
the YE 31 MAR 2003 contained in the
accounts
3. Declare a final dividend for the YE Mgmt For *
31 MAR 2003 of 1.1p per ordinary
share of 2 1/2p each
4. Re-elect Mr. David Malcolm Telling as Mgmt For *
a Director
5. Re-elect Sir John Southwood Jennings Mgmt For *
as a Director
6. Re-elect Mr. Colin Stewart Acheson as Mgmt For *
a Director
7. Re-elect Mr. David Charles Ord as a Mgmt For *
Director
8. Elect Mr. Ruby McGregor-Smith as a Mgmt For *
Director
9. Elect Mr. Cullum McAlpine as a Mgmt For *
S.11 Authorize the Directors, pursuant to Mgmt For *
Section 95 of the Companies Act 1985,
to allot equity securities Section
94 for cash, disapplying the
statutory pre-emption rights Section
89(1), provided that this power is
limited to the allotment of equity
securities: a) in connection with a
rights issue in favor of ordinary
shareholders; b) up to an aggregate
nominal amount of GBP 375,000 5% of
the issued share capital; Authority
expires the earlier of the
conclusion of the next AGM of the
Company or 15 months; and the
Directors may allot equity securities
after the expiry of this authority
in pursuance of such an offer or
agreement made prior to such expiry
S.12 Authorize the Company to make market Mgmt For *
purchases Section 163(3) of the
Companies Act 1985 of up to
30,000,000 ordinary shares 10% of
the issued share capital of 2 1/2p
each in the Company, at a minimum
price of 21/2p and up to 105% of the
average middle market quotations for
such shares derived from the Daily
Official List of the London Stock
Exchange, over the previous 5
business days; Authority expires the
earlier of the conclusion of the
next AGM of the Company or 15 months;
the Company, before the expiry, may
make a contract to purchase ordinary
shares which will or may be executed
wholly or partly after such expiry
- -------------------------------------------------------------------------------------------------------
ORIENT-EXPRESS HOTELS LTD. Agenda: 932161689
CUSIP: G67743107 Meeting Type: Annual
Ticker: OEH Meeting Date: 6/7/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 JOHN D. CAMPBELL Mgmt For For
JAMES B. HURLOCK Mgmt For For
J. ROBERT LOVEJOY Mgmt For For
DANIEL J. O'SULLIVAN Mgmt For For
GEORG R. RAFAEL Mgmt For For
JAMES B. SHERWOOD Mgmt For For
SIMON M.C. SHERWOOD Mgmt For For
02 APPROVAL OF 2004 STOCK OPTION PLAN. Mgmt For For
03 APPOINTMENT OF DELOITTE & TOUCHE LLP Mgmt For For
AS AUDITOR AND AUTHORIZATION OF THE
AUDIT COMMITTEE TO FIX AUDITOR S
REMUNERATION.
- -------------------------------------------------------------------------------------------------------
O2MICRO INTERNATIONAL LIMITED Agenda: 932178002
CUSIP: G6797E106 Meeting Type: Annual
Ticker: OIIM Meeting Date: 6/17/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 MICHAEL AUSTIN Mgmt For For
KEISUKE YAWATA Mgmt For For
02 TO APPROVE AND ADOPT THE FINANCIAL Mgmt For For
STATEMENTS AND THE AUDITOR S REPORT
IN THE FORM INCLUDED IN THE ANNUAL
REPORT ON FORM 20-F FOR THE FISCAL
YEAR ENDED DECEMBER 31, 2003.
03 TO RATIFY AND APPROVE THE RETENTION Mgmt For For
OF DELOITTE & TOUCHE AS THE COMPANY S
INDEPENDENT AUDITORS FOR FISCAL YEAR
OF 2004.
- -------------------------------------------------------------------------------------------------------
PADDY POWER PLC Agenda: 700531622
CUSIP: G68673105 Meeting Type: AGM
Ticker: Meeting Date: 6/22/2004 ISIN: IE0002588105
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive and approve the financial Mgmt For *
statements of the Company for the YE
31 DEC 2003 and the reports of the
Directors and the Auditors thereon
10. Approve the establishment of the Mgmt For *
Paddy Power 2004 Long Term Incentive
Plan and authorize the Directors to
do all acts and things which are
necessary to implement the Scheme
11. Approve the modifications and Mgmt For *
alterations to the Paddy Power PLC
November 2000 Share Option Scheme and
the Paddy Power PLC 2000 Sharesave
Scheme
2. Declare a final dividend of 60.0859 Mgmt For *
per share for the YE 31 DEC 2003
3.a Re-appoint Mr. Nigel Northridge as a Mgmt For *
Director
3.b Re-appoint Mr. Patrick Kennedy as a Mgmt For *
Director
4.a Re-elect Mr. John Corcoran as a Mgmt For *
Director, who retires in accordance
with Regulation 87 of the Articles of
Association
4.b Re-elect Mr. Stewart Kenny as a Mgmt For *
Director, who retires in accordance
with Regulation 87 of the Articles of
Association
4.c Re-elect Mr. David Power as a Mgmt For *
Director, who retires in accordance
with Regulation 87 of the Articles of
Association
4.d Re-elect Mr. John O Reilly as a Mgmt For *
Director, who retires in accordance
with Regulation 87 of the Articles of
Association
5. Authorize the Directors to fix the Mgmt For *
remuneration of the Auditors for the
YE 31 DEC 2004
9. Approve the establishment of the Mgmt For *
Paddy Power 2004 Second Tier Option
Scheme and authorize the Directors to
do all acts and things which are
necessary to implement the Scheme
S.6 Amend Regulations 8(d), 47 of the Mgmt For *
Articles of Association of the
S.7 Authorize the Directors, for the Mgmt For *
purpose of Section 24 of the
Companies Act 1983 and subject to the
Directors being authorized pursuant
to Section 20 of the Act, to allot
equity securities for cash pursuant
to and in accordance with the
provisions of Regulation 8(d) of the
Articles of Association of the
Company; Authority shall expire at
the conclusion of the next AGM of the
S.8 Authorize the Company, subject to the Mgmt For *
adoption of Resolution 6, to make
market purchases Section 212 of
shares of any class of the Company on
such terms and conditions as the
Directors may determine in accordance
with and subject to the provisions of
the Companies Act 1990 and to the
restrictions and provisions set out
in Regulation 47(a) of the Articles
of Association of the Company; the
re-issue price range at which any
treasury share for the time being
held by the Company, may be re-issued
off-market, shall be the price range
set out in Article 47(b) of the
Articles of Association of the
Company; Authority shall expire at
the conclusion of the next AGM of the
Company or 21 DEC 2005
- -------------------------------------------------------------------------------------------------------
MICHAEL PAGE INTERNATIONAL PLC Agenda: 700501441
CUSIP: G68694119 Meeting Type: AGM
Ticker: Meeting Date: 5/27/2004 ISIN: GB0030232317
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive and approve the reports of Mgmt For *
the Directors and Auditors and
accounts for the YE 31 DEC 2003
2. Declare the final dividend on the Mgmt For *
ordinary share capital of the Company
for the YE 31 DEC 2003 of 2.3p per
share
3. Re-elect Mr. R. Lourey as a Director Mgmt For *
of the Company
4. Re-elect Mr. S.J. Box as a Director Mgmt For *
of the Company
5. Re-elect Mr. S.P. Burke as a Director Mgmt For *
of the Company
6. Re-elect Mr. C.H. Dumon as a Director Mgmt For *
of the Company
7. Approve the Directors remuneration Mgmt For *
report for the YE 31 DEC 2003
8. Re-appoint Deloitte & Touche LLP as Mgmt For *
the Auditors of the Company until the
conclusion of the next AGM at a
remuneration to be fixed by the
Directors
9. Authorize the Directors, for the Mgmt For *
purposes of Section 80 of the
Companies Act 1985, to allot relevant
securities Section 80(2) up to an
aggregate nominal amount of GBP
1,212,209 to such persons upon such
conditions as the Directors may
determine; Authority expires at the
conclusion of the next AGM of the
Company; and the Directors may allot
relevant securities after the expiry
of this authority in pursuance of
such an offer or agreement made prior
to such expiry
S.10 Authorize the Directors, pursuant to Mgmt For *
Section 95 of the Companies Act 1985,
to allot equity securities Section 94
for cash pursuant to the authority
conferred by Resolution 9,
disapplying the statutory pre-emption
rights Section 89(1), provided that
this power is limited to the
allotment of equity securities: a) in
connection with a rights issue to
holders of equity securities; and b)
up to an aggregate nominal amount of
GBP 181,831; Authority expires at the
conclusion of the next AGM of the
Company when the general authority
under Resolution 9 shall expire; and
the Directors may allot equity
securities after the expiry of this
authority in pursuance of such an
offer or agreement made prior to such
expiry
S.11 Authorize the Company, pursuant to Mgmt For *
the Company s Articles of Association
and Section 166 of the Companies Act
1985, to make market purchases of up
to 36,366,280 ordinary shares of 1p
each in the capital of the Company,
at a minimum price of 1 pence and an
amount equal to 105% of the average
mid-market quotations for such shares
derived from the London Stock
Exchange Daily Official List, over
the previous 5 business days;
Authority expires at the conclusion
of the next AGM of the Company after
date of passing this resolution; the
Company, before the expiry, may make
a contract to purchase ordinary
shares which will or may be executed
wholly or partly after such expiry
- -------------------------------------------------------------------------------------------------------
MICHAEL PAGE INTERNATIONAL PLC Agenda: 700438321
CUSIP: G68694119 Meeting Type: EGM
Ticker: Meeting Date: 12/18/2003 ISIN: GB0030232317
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve the establishment of a Share Mgmt For *
Incentive Plan for Executive
Directors and certain Senior Managers
of the Group
- -------------------------------------------------------------------------------------------------------
PHOENIX SATELLITE TELEVISION HOLDINGS LTD Agenda: 700433701
CUSIP: G70645109 Meeting Type: AGM
Ticker: Meeting Date: 12/4/2003 ISIN: KYG706451096
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive and approve the audited Mgmt For *
consolidated financial statements and
the reports of the Directors and the
Auditors for the YE 30 JUN 2003
2. Re-elect the retiring Directors and Mgmt For *
authorize the Board of Directors to
fix their remuneration
3. Re-appoint the Auditors and authorize Mgmt For *
the Board of Directors to fix their
remuneration
4. Authorize the Directors of the Mgmt Against *
Company, pursuant to rules governing
the listing of securities on the
Growth Enterprise Market GEM on the
Stock Exchange of Hong Kong Limited,
to allot, issue and deal with
additional shares in the share
capital of the Company and make or
grant offers, agreements and options
during and after the relevant period,
not exceeding 20% of the aggregate
nominal amount of the issued share
capital of the Company at the date of
passing this resolution, otherwise
than pursuant to i) a rights issue;
or ii) the exercise of options
granted under the share option
schemes adopted by the Company; or
iii) any scrip dividend scheme or
similar arrangements providing for
the allotment of shares in lieu of
the whole or part of a dividend on
shares of the Company pursuant to the
Articles of Association of the
Company from time to time; Authority
expires the earlier of the conclusion
of the next AGM of the Company or the
expiration of the period within which
the next AGM of the Company is
required by the Articles of
Association of the Company or any
applicable law to be
5. Authorize the Directors of the Mgmt For *
Company to repurchase issued shares
of the Company on the Stock Exchange
of Hong Kong Limited Sock Exchange
or any other stock exchange on which
the securities of the Company be
listed and recognized by the
securities and futures commission of
Hong Kong and the Stock Exchange for
this purpose, during the relevant
period, subject to and in accordance
with all applicable laws and
requirements of the Stock Exchange or
any other stock exchange, not
exceeding 10% of the aggregate
nominal amount of the issued share
capital of the Company at the date of
6. Approve, subject to the passing of Mgmt Against *
Resolutions 4 and 5, to extend the
general mandate granted to the
Directors of the Company to allot,
issue and deal with shares of the
Company pursuant to Resolution 4, by
adding thereto an amount representing
the aggregate nominal amount of the
share capital of the Company
repurchased by the Company pursuant
to Resolution 5, provided that such
amount does not exceed 10% of the
aggregate nominal amount of the
issued share capital of the Company
at the date of passing this
7. Re-approve the Annual Caps for the Mgmt For *
New Star Services Agreement
8. Re-approve the Annual Caps for the Mgmt For *
ATV Programme Licensing Agreement
9. Re-approve the Annual Caps for the Mgmt For *
Star Movies Agreement
- -------------------------------------------------------------------------------------------------------
PHOENIX SATELLITE TELEVISION HOLDINGS LTD Agenda: 700540811
CUSIP: G70645109 Meeting Type: AGM
Ticker: Meeting Date: 6/29/2004 ISIN: KYG706451096
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive the audited consolidated Mgmt For *
financial statements and the report
of the Directors and the Auditors for
the 6 months ended 31 DEC 2003
2. Re-elect Mr. Chui Keung, as a Mgmt For *
Director and Mr. Cheung San Ping as a
Senior Management Profile and
authorize the Board of Directors to
fix their remuneration
3. Re-appoint the Auditors of the Mgmt For *
Company and authorize the Board of
Directors to fix their remuneration
4. Authorize the Directors, subject to Mgmt Abstain *
the below, pursuant to the Rules
Governing the Listing of Securities
on the Growth Enterprise Market GEM
on the Stock Exchange of Hong Kong
Limited GEM Listing Rules, to allot,
issue and deal with additional shares
in the capital of the Company and
make or grant offers, agreements and
options during and after the relevant
period, not exceeding the aggregate
of a) 20% of the aggregate nominal
amount of the issued share capital of
the Company; otherwise than pursuant
to i) a rights issue; or ii) any
share option scheme or similar
arrangement; or iii) any scrip
dividend or similar arrangement;
Authority expires the earlier of the
conclusion of the next AGM or the
expiration of the period within which
the next AGM is to be held by law or
as required by the
5. Authorize the Directors of the Mgmt For *
Company to repurchase issued shares
of the Company during the relevant
period, on The Stock Exchange of Hong
Kong Limited or any other stock
exchange on which the shares of the
Company have been or may be listed
and recognized by the Securities and
Futures Commission under the Hong
Kong Code on share repurchases for
such purposes, subject to and in
accordance with all applicable laws
and regulations, at such price as the
Directors may at their discretion
determine in accordance with all
applicable laws and regulations, not
exceeding 10% of the aggregate
nominal amount of the share capital
6. Approve to extend the general mandate Mgmt For *
granted to the Directors of the
Company to allot, issued and deal
with shares and to make or grant
offers, agreements and options
pursuant to Resolution 4, by an
amount representing the aggregate
nominal amount of the share capital
repurchased by the Company pursuant
to Resolution 5, provided that such
amount does not exceed 10% of the
aggregate nominal amount of the
issued share capital of the Company
at the date of passing this
S.7 Amend the Articles of Association of Mgmt For *
the Company as follows: by amending
the Article 1; by deleting the
existing Article 66 and substituting
it with the new Article 66; by
deleting the existing Article 67 and
substituting it with the new Article
67; by renumbering the existing
Article 76 as Article 76(1) and
adding the new Article 76(2)
immediately; by deleting the
existing Article 88 in its entirely
and substituting with the new Article
88; by deleting the existing Article
103 in its entirely and substituting
with the new Article 103; and approve
the new Memorandum and the Articles
of Association of the Company,
consolidating all changes previously
adopted by the Company and all of the
changes referred above, is hereby
adopted with the immediate effect in
replacement of existing in
replacement of the existing
Memorandum and the Articles of
- -------------------------------------------------------------------------------------------------------
RELIANCE SECURITY GROUP PLC Agenda: 700400865
CUSIP: G74890107 Meeting Type: AGM
Ticker: Meeting Date: 9/10/2003 ISIN: GB0007321325
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive and approve the audited Mgmt For *
accounts of the Company for the FYE
25 APR 2003 including the reports of
the Directors and the Auditors
2. Receive and approve the Directors Mgmt For *
remuneration report for the FYE 25
APR 2003
3. Declare a final dividend Mgmt For *
4. Re-appoint Mr. Nell French as a Mgmt For *
Director, who retires by rotation
5. Re-appoint Mr. Tony Holes as a Mgmt For *
Director, who retires by rotation
6. Re-appoint Deloitte & Touche or Mgmt For *
Deloitte & Touche LLP as the Auditors
and authorize the Directors to
determine their remuneration
S.7 Authorize the Company to make market Mgmt For *
purchases Section 163(3) of the
Companies Act 1985 on the London
Stock Exchange of up to 1,164,000
ordinary shares of 5p each in the
capital of the Company, at a minimum
price of 5p and not more than 5%
above the average market quotations
for such shares as derived from the
London Stock Exchange Daily Official
List, over the previous 5 business
days; Authority, unless renewed,
varied or revoked, expires the
earlier of, at the date of the AGM in
2004, or 15 months after passing of
this resolution; the Company, before
the expiry, may make a contract to
purchase its own shares which will or
may be executed wholly or partly
after such expiry
S.8 Amend the Articles of Association of Mgmt For *
the Company
- -------------------------------------------------------------------------------------------------------
RELIANCE SECURITY GROUP PLC Agenda: 700433523
CUSIP: G74890107 Meeting Type: EGM
Ticker: Meeting Date: 11/28/2003 ISIN: GB0007321325
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve to adopt the Reliance Mgmt For *
Security Group Plc Long-term
- -------------------------------------------------------------------------------------------------------
RENISHAW PLC Agenda: 700404457
CUSIP: G75006117 Meeting Type: AGM
Ticker: Meeting Date: 10/17/2003 ISIN: GB0007323586
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
Transact any other business Non-
Voting
1. Receive and approve the reports of Mgmt For *
the Directors and the Auditors and
the financial statements for the YE
30 JUN 2003
2. Declare a final dividend Mgmt For *
3. Re-elect Mr. B.R. Taylor as a Mgmt For *
Director of the Company, who retires
4. Re-elect J.P. McGeehan as a Director Mgmt For *
of the Company, who retires by
5. Elect Mr. T.D. Snowden as a Director Mgmt For *
of the Company
6. Elect Mr. T.B. Garthwaite as a Mgmt For *
Director of the Company
7. Approve the Directors remuneration Mgmt For *
report contained in the annual report
2003
8. Re-appoint KPMG Audit PLC as the Mgmt For *
Auditor of the Company and authorize
the Directors to determine their
remuneration
S.9 Authorize the Company to make market Mgmt For *
purchases Section 163(3) of the
Companies Act 1985 of up to 7,278,854
ordinary shares of 20p each in the
capital of the Company, at a minimum
price of 20p and up to 105% of the
average middle market quotations for
such shares derived from the London
Stock Exchange Daily Official List,
over the previous 10 business days;
Authority expires the earlier of the
conclusion of the AGM of the Company
in 2004 or 31 DEC 2004; the Company,
before the expiry, may make a
contract to purchase ordinary shares
which will or may be executed wholly
or partly
- -------------------------------------------------------------------------------------------------------
ROTORK PLC Agenda: 700482576
CUSIP: G76717126 Meeting Type: AGM
Ticker: Meeting Date: 5/21/2004 ISIN: GB0007506958
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive and adopt the Directors Mgmt For *
report and accounts and Auditors
report thereon for 2003
10. Authorize the Directors to allot Mgmt For *
shares outside of statutory pre-
emption rights subject to normal
conditions
11. Authorize the Company to repurchase Mgmt For *
ordinary Shares
12. Authorize the Company to repurchase Mgmt For *
preference shares
13. Adopt new Articles of Association Mgmt For *
2. Declare a final dividend Mgmt For *
3. Re-elect Mr. WH Whiteley as a Mgmt For *
4. Re-elect Mr. A Walker as a Director Mgmt For *
5. Re-appoint KPMG Audit PLC as the Mgmt For *
Auditors of the Company
6. Authorize the Directors to fix the Mgmt For *
remuneration of the Auditors
7. Approve the Directors Remuneration Mgmt For *
report
8. Approve the Rotork Sharesave scheme Mgmt For *
9. Authorize the Directors to allot Mgmt For *
- -------------------------------------------------------------------------------------------------------
SIBIR ENERGY PLC, LONDON Agenda: 700420540
CUSIP: G7676S117 Meeting Type: AGM
Ticker: Meeting Date: 11/6/2003 ISIN: GB0008010216
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive the report of the Directors Mgmt For *
and the audited accounts of the
Company for the YE 31 DEC 2002
2. Re-elect Mr. A.Betsky, who retires by Mgmt For *
rotation
3. Re-elect Mr. W.L.S. Guinness, who Mgmt For *
retires by rotation
4. Re-appoint Ernst & Young LLP as the Mgmt For *
Auditors
5. Authorize the Directors to agree the Mgmt For *
remuneration of the Auditors
6. Authorize the Directors, in Mgmt For *
substitution for any existing
authority and in accordance with
Section 80 of the Companies Act 1985,
to allot relevant securities Section
80(2) up to an aggregate nominal
amount of GBP 52,477,534; Authority
expires at the conclusion of the next
AGM in 2004; and the Directors may
make allotments during the relevant
period which may be exercised after
the relevant period
S.7 Authorize the Directors, subject to Mgmt For *
the passing of Resolution 6 and
pursuant to Section 95 of the
Companies Act 1985, to allot equity
securities Section 94 pursuant to the
authority conferred by Resolution 6,
disapplying the statutory pre-
emption rights Section 89(1),
provided that this power is limited
to the allotment of equity
securities: a) in connection with a
rights issue in favor of ordinary
shareholders; b) up to an aggregate
nominal amount of GBP 7,871,630;
Authority expires at the conclusion
of the AGM of the Company in 2004;
and the Directors may allot equity
securities after the expiry of this
authority in pursuance of such an
offer or agreement made prior to such
S.8 Approve, in accordance with the Mgmt For *
provisions of Section 9 of the
Companies Act 1985, to amend Articles
of Association of the Company
- -------------------------------------------------------------------------------------------------------
SHANGHAI REAL ESTATE LTD Agenda: 700513977
CUSIP: G8064F105 Meeting Type: AGM
Ticker: Meeting Date: 5/27/2004 ISIN: BMG8064F1059
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive and approve the financial Mgmt no action
statements and the reports of the
Directors and the Auditors for the YE
31 DEC 2003
2. Declare a final dividend Mgmt no action
3. Re-elect the Directors and authorize Mgmt no action
the Board of Directors to fix the
remuneration of the Directors
4. Re-appoint the Auditors and authorize Mgmt no action
the Board of Directors to fix their
remuneration
5.A Authorize the Directors of the Mgmt no action
Company to repurchase shares of HKD
0.10 each in the capital of the
Company during the relevant period,
on The Stock Exchange of Hong Kong
Limited or any other stock exchange
on which the shares of the Company
have been or may be listed and
recognized by the Securities and
Futures Commission of Hong Kong and
the stock exchange for this purposes,
subject to and in accordance with all
applicable laws and the requirements
of the Rules Governing the Listing of
Securities on the stock exchange or
of any other stock exchange, not
exceeding 10% of the aggregate
nominal amount of the issued share
capital of the Company; Authority
expires the earlier of the conclusion
of the next AGM of the Company or the
expiration of the period within which
the next AGM of
5.B Authorize the Directors of the Mgmt no action
Company to allot, issue and deal with
additional shares of HKD 0.10 each in
the capital of the Company and make
or grant offers, agreements and
options during and after the relevant
period, not exceeding 20% of the
aggregate nominal amount of the
issued share capital of the Company
otherwise than pursuant to: i) a
rights issue; or ii) an issue of
shares as scrip dividends in
accordance with the Bye-laws of the
Company from time to time; or iii) an
issue of shares upon the exercise of
the rights of subscription or
conversion under the terms of any
bonds, warrants, debenture, notes and
any securities which carry rights to
subscribe for or are convertible into
shares of the Company; or iv) an
issue of shares under any option
scheme or similar arrangements;
Authority expires the earlier of the
conclusion of the next AGM of the
Company or the expiration of the
5.C Approve, conditional upon the passing Mgmt no action
of Resolutions 5.A and 5.B, to extend
the general mandate granted to the
Directors to allot, issue and deal
with additional shares and make or
grant offers, agreements and options
of such the shares pursuant to
Resolution 5.B, by an amount
representing the aggregate nominal
amount of the share capital
repurchased pursuant to Resolution
5.A, provided that such amount does
not exceed 10% of the aggregate
nominal amount of the issued share
capital of the Company at the date of
passing this resolution
S.6 Amend the Bye-laws of the Company as Mgmt no action
follows: a) Bye-law 1; b) Bye-law 2;
c) Bye-law 6; d) Bye-law 12; e) Bye-
law 44; f) Bye-law 46; g) Bye-law 48;
h) Bye-law 51; i) Bye-law 66; j)
Bye-law 67; k) Bye-law 76; l) Bye-law
84; m) Bye-law 86; n) Bye-law 87; o)
Bye-law 88; p) Bye-law 103; q) Bye-
law 153; r) Bye-law 160; s) Bye-law
161; t) Bye-law 162; and u) Bye-law
- -------------------------------------------------------------------------------------------------------
SHANGHAI REAL ESTATE LTD Agenda: 700402528
CUSIP: G8064F105 Meeting Type: SGM
Ticker: Meeting Date: 8/28/2003 ISIN: BMG8064F1059
For/Against
Proposal Type Vote Management
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1. Approve, pursuant to Clause 9.1(b) of Mgmt Against *
the Share Option Scheme adopted on 23
MAY 2002, to refresh the 10% limit
under the Scheme, the total number of
shares of HKD 0.10 each in the
capital of the Company not exceeding
10% of the aggregate nominal amount
of the issued share capital of the
Company provided that the options
previously granted under the Scheme
shall not be counted for the purpose
of calculating the 10% limit as
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SPIRAX-SARCO ENGINEERING PLC Agenda: 700478642
CUSIP: G83561103 Meeting Type: AGM
Ticker: Meeting Date: 5/13/2004 ISIN: GB0008347048
For/Against
Proposal Type Vote Management
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1. Receive the Directors report and Mgmt For *
accounts
10. Authorize the Directors, subject to Mgmt For *
and in accordance with Article 6 of
the Articles of Association, to allot
securities up to an aggregate nominal
amount of GBP 6,200,000; (Authority
expires 12 MAY 2009 and revoke all
authorities under Section 80 of the
Companies Act 1985)
11. Authorize the Directors, subject to Mgmt For *
and in accordance with Article 7 of
the Articles of Association (
Paragraph (1)(b)) to allot equity
securities, provided that this power
is limited to the allotment of equity
securities for cash up to an
aggregate nominal amount equal to GBP
934,000; (Authority expires on 12 MAY
2009 and revoke all authorities under
Section 95 of the Companies Act
12. Authorize the Directors, pursuant to Mgmt For *
Article 109 of the Articles of
Association, to approve the issue of
shares in lieu of cash dividend
declared or paid for the FYE 31 DEC
2008
2. Approve the Directors remuneration Mgmt For *
report
3. Declare a final dividend Mgmt For *
4. Appoint Mr. N.H. Daws as a Director Mgmt For *
5. Re-appoint Mr. G.P. Marchand as a Mgmt For *
Director
6. Re-appoint Mr. D.J. Meredith as a Mgmt For *
Director
7. Re-appoint Mr. P.A. Smith as a Mgmt For *
8. Re-appoint Mr. M. Townsend as a Mgmt For *
Director
9. Re-appoint KPMG Audit PLC as the Mgmt For *
Auditors of the Company and authorize
the Audit Committee to determine the
remuneration
S.13 Authorize the Company to make market Mgmt For *
purchase, in accordance with Section
163 of the Companies Act 1985 and
subject to Article 11 of the Articles
of Association, of up to 7,400,000
ordinary shares at a minimum price of
25p and up to 105% above the average
market quote over the prebious 5
trading days; (Authority expires at
the conclusion of the next AGM)
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STANLEY LEISURE PLC Agenda: 700402198
CUSIP: G84344103 Meeting Type: AGM
Ticker: Meeting Date: 9/10/2003 ISIN: GB0008411026
For/Against
Proposal Type Vote Management
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1. Receive and consider the accounts and Mgmt For *
reports of the Directors and the
Auditors for the YE 27 APR 2003
12. Approve an adopt the Stanley Leisure Mgmt For *
PLC Long Term Incentive Plan and
authorize the Directors to enter into
the Stanley Leisure PLC Long Term
Incentive Plan on behalf of the
2. Declare a final dividend in respect Mgmt For *
of the YE 27 APR 2003 of 6.1p per
ordinary share payable on 22 SEP 2003
3. Elect Mr. Tim Weller as a Director Mgmt For *
4. Re-elect Mr. Paul Collis as a Mgmt For *
5. Re-elect Mr. John Whittaker as a Mgmt For *
Director
6. Re-appoint PricewaterhouseCoopers LLP Mgmt For *
as the Auditors of the Company until
the conclusion of the next general
meeting of the Company and that their
remuneration is fixed by the
7. Approve the retirement of Mr. Len Mgmt For *
Cowburn, a Non-Executive Director of
the Company, who retires pursuant to
Article 110 of the Articles of
Association of the Company and not
seeking re-election, the office of
Director thereby vacated be not
filled by any resolution of the
meeting and that Mr. Len Cowburn s
retirement take effect from the
conclusion of the meeting
8. Approve the remuneration report Mgmt For *
contained in the Company s annual
report and accounts for the YE 27 APR
2003
9. Authorize the Directors, in Mgmt For *
accordance with Section 80 of the
Companies Act 1985, to allot relevant
securities Section 80 up to an
aggregate nominal amount of GBP
8,324,283 being the currently
available unissued shares capital of
the Company at 01 AUG 2003; Authority
expires the earlier of the conclusion
of the AGM in 2004 or 15 months; and
the Directors may make allotments
during the relevant period which may
be exercised after the
S.10 Authorize the Directors, subject to Mgmt For *
the passing of Resolution 9 and
pursuant to Section 95 of the
Companies Act 1985, to allot equity
securities for cash Section 94,
disapplying the statutory pre-emption
rights Section 89(1), provided
that this power is limited to the
allotment of equity securities: a) in
connection with a rights issue, open
offers in favor of ordinary
shareholders; b) up to an aggregate
nominal amount of GBP 1,583,785 5% of
the issued share capital at 01 AUG
2003 and shall not in any event
exceed the amount of the authorized
and unissued share capital of the
Company; Authority expires the
earlier of the conclusion of the AGM
in 2004 or 15 months; and the
Directors may allot equity securities
after the expiry of this authority in
pursuance of such an offer or
S.11 Authorize the Company, pursuant to Mgmt For *
Section 166 of the Companies Act
1985, to make market purchases
Section 163(3) of up to 12,670,286
GBP 3,167,571 ordinary shares 10% of
the issued share capital of the
Company at 01 AUG 2003 of 25p each in
the capital of the Company, at a
minimum price of 25p and up to 105%
of the middle market quotations for
such shares derived from the London
Stock Exchange Daily Official List,
for the 5 business days preceding the
date of purchase; Authority expires
the earlier of the conclusion of the
AGM in 2004 or 15 months; the
Company, before the expiry, may make
a contract to purchase ordinary
shares which will or may be executed
wholly or partly after such expiry
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EMI GROUP PLC Agenda: 700372042
CUSIP: G88346187 Meeting Type: AGM
Ticker: Meeting Date: 7/9/2003 ISIN: GB0000444736
For/Against
Proposal Type Vote Management
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1. Receive the Directors report and the Mgmt For *
financial statements for the YE 31
MAR 2003
12. i) Approve the rules of the EMI Mgmt For *
Executive Share Incentive Plan ESIP;
ii) authorize the Directors to make
such modifications deemed necessary
to implement and give effect to the
this resolution to obtain the
approval of the Inland Revenue or
such other approvals; and iii)
authorize the Directors to establish
further schemes or plans based on the
ESIP (or schedules thereto), but
modified to take account of local
tax, exchange control or securities
law in overseas territories, provided
that any shares made available under
such schemes or plans are treated as
counted against the limits on
individual or overall participation
2. Declare a final dividend of 6.0p per Mgmt For *
ordinary share
3. Approve the Directors remuneration Mgmt For *
report for the YE 31 MAR 2003
4. Re-elect Mr. E.L. Nicoli as a Mgmt For *
5. Re-elect Mr. P.A. Georgescu as a Mgmt For *
Director
6. Re-elect Mr. D.J. Londener as a Mgmt For *
Director
7. Re-appoint Ernst & Young LLP as the Mgmt For *
Auditors until the conclusion of the
next general meeting at which
accounts are laid
8. Authorize the Directors to determine Mgmt For *
the remuneration of the Auditor
9. Authorize the Directors, under Mgmt For *
Article 14 of the Companies Articles
of Association, to allot relevant
securities of up to GBP 41,672,749
which is the Section 80 amount;
Authority expires the earlier of the
period ending 08 OCT 2004 or at the
conclusion of the 2004 AGM
S.10 Authorize the Directors, subject to Mgmt For *
the passing of Resolution 9 and under
Article 14 of the Companies Articles
of Association, to allot equity
securities for cash, disapplying the
statutory pre-emption rights Section
89(1), of up to GBP 5,520,186 which
is the Section 89 amount; Authority
expires the earlier of the period
ending 08 OCT 2004 or at the
conclusion of the 2004 AGM
S.11 Authorize the Company, pursuant to Mgmt For *
the authorities contained in the
Articles of Association, to make
market purchases Section 163(3) of
the Companies Act 1985 of up to
78,859,793 ordinary shares of 14p
each, at a minimum price of 14p and
not more than 5% above the average
market values for such shares derived
from the London Stock Exchange Daily
Official List, over the previous 5
business days; Authority expires the
earlier of the period ending 08 OCT
2004 or at the conclusion of the 2004
AGM; the Company, before the expiry,
may make a contract to purchase
ordinary shares which will or may be
executed wholly or partly after such
expiry
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ULTRAFRAME PLC Agenda: 700442786
CUSIP: G9187J107 Meeting Type: AGM
Ticker: Meeting Date: 1/23/2004 ISIN: GB0001574788
For/Against
Proposal Type Vote Management
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1. Approve to adopt the financial Mgmt For *
statements, reports of the Directors
and the Auditors
2. Approve the report on remuneration Mgmt For *
3. Approve the proposed dividend Mgmt For *
4. Re-elect Mr. R.H. Sellers Mgmt For *
5. Re-elect Mr. P.N. Gale Mgmt For *
6. Re-elect Mr. C. Richardson Mgmt For *
7. Elect Mr. R.J. Scott Mgmt For *
8. Re-appoint KPMG Audit PLC as the Mgmt For *
Auditors
9. Authorize the Directors to allot Mgmt For *
relevant securities, pursuant to
Section 80 of the Companies Act 1985
S.10 Authorize the Directors to allot Mgmt For *
equity securities pursuant to Section
95 of the Companies Act 1985
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ULTRAFRAME PLC Agenda: 700442798
CUSIP: G9187J107 Meeting Type: EGM
Ticker: Meeting Date: 1/23/2004 ISIN: GB0001574788
For/Against
Proposal Type Vote Management
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1. Authorize the Company to make market Mgmt For *
purchases
2. Approve the Rule 9 Waiver relating to Mgmt For *
the Ultraframe shareholders
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VENTURE PRODUCTION PLC Agenda: 700517038
CUSIP: G9335K105 Meeting Type: AGM
Ticker: Meeting Date: 6/9/2004 ISIN: GB0031423188
For/Against
Proposal Type Vote Management
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1. Receive and adopt the Directors Mgmt For *
report and the accounts for the YE 31
DEC 2003
2. Approve the Directors remuneration Mgmt For *
report
3. Elect Mr. Mark Nicholls as a Director Mgmt For *
4. Re-elect Mr. Jonathan Farber as a Mgmt For *
Director
5. Re-elect Mr. John Morgan as a Mgmt For *
6. Re-elect Mr. Bruce Dingwall as a Mgmt For *
Director
7. Re-appoint PricewaterhouseCoopers LLP Mgmt For *
as the Auditors of the Company
8. Authorize the Board to allot relevant Mgmt For *
securities in terms of this
S.10 Authorize the Company to make market Mgmt For *
purchases on the London Stock
Exchange of ordinary shares in the
capital of the Company
S.9 Authorize the Board to allot equity Mgmt For *
securities by disapplying Section
89(1) of the Companies Act, 1985
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WILLIAM HILL PLC Agenda: 700491296
CUSIP: G9645P117 Meeting Type: AGM
Ticker: Meeting Date: 5/17/2004 ISIN: GB0031698896
For/Against
Proposal Type Vote Management
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1. Receive the Directors report and Mgmt For *
accounts for the fifty-two weeks
ended 30 DEC 2003
2. Approve the Directors remuneration Mgmt For *
report
3. Declare a final dividend of 9.0p for Mgmt For *
each ordinary share
4. Elect Mr. David Allvey as a Director Mgmt For *
5. Elect Mr. Barry Gibson as a Director Mgmt For *
6. Re-appoint Delloitte & Touche LLP as Mgmt For *
Auditors of the Company
7. Authorize the Directors to determine Mgmt For *
the remuneration of the Auditors of
the Company
8. Amend the rules of the 2004 Senior Mgmt For *
Management Operating Bonus Scheme,
the William Hill Executive Director
Incentive Plan, the Willaim Hill Long
Term Incentive Plan and the William
Hill Saye Share Option Schemes to
enable share options and awards to be
satisfied using treasury shares and
to authorize the Directors to take
related necessary or expedient
9. Approve to renew the Directors Mgmt For *
authority to allot relevant securities
up to a maximum nominal amount of GBP
14,060,370, representing one-third of
the Company s issued share capital at
07 APR
S.10 Amend Article 13 of the Company s Mgmt For *
Articles of Association to extend the
disapplication of pre-emption rights
pursuant to Section 89 Companies Act
1985 to include treasury shares
S.11 Amend Article 58 of the Company s Mgmt For *
Articles of Association to clarify
that shares bought back may be held
in treasury
S.12 Approve to renew the Directors Mgmt For *
authority to allot equity securities
for cash, pursuant to the authority
conferred by Resolution 9 and Section
95 of the Companies Act 1985 up to a
maximum nominal amount of GBP
2,109,055, representing 5% of the
Company s issued share capital at 07
APR 2004
S.13 Authorize the Company to make market Mgmt For *
purchases of ordinary shares subject
to certain conditions
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WOLVERHAMPTON & DUDLEY BREWERIES PLC Agenda: 700444463
CUSIP: G97336120 Meeting Type: AGM
Ticker: Meeting Date: 1/23/2004 ISIN: GB0031229452
For/Against
Proposal Type Vote Management
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1. Receive and adopt the Company s Mgmt For *
accounts and the reports of the
Directors and the Independent
Auditors for the 52 weeks ended 27
10. Authorize the Directors, pursuant to Mgmt For *
Section 80 of the Companies Act 1985,
to allot relevant securities
Section 80 of the Companies Act up to
an aggregate nominal amount of GBP
7,187,162; Authority expires the
earlier of the conclusion of the next
AGM of the Company or 22 APR 2005;
and the Directors may allot relevant
securities after the expiry of this
authority in pursuance of such an
offer or agreement made prior to such
expiry
2. Declare and approve to confirm Mgmt For *
dividends
3. Elect Mr. Alistair Darby as a Mgmt For *
4. Re-elect Mr. David Thompson as a Mgmt For *
Director
5. Re-elect Mr. Ralph Findlay as a Mgmt For *
Director
6. Appoint PricewaterhouseCoopers LLP as Mgmt For *
the Independent Auditors of the
Company and authorize the Directors
to fix their remuneration
7. Approve the Directors remuneration Mgmt For *
report for the YE 27 SEP 2003
8. Approve the Wolverhampton & Dudley Mgmt For *
Breweries PLC 2004 Executive Share
Option Scheme 2004 Scheme and
authorize the Directors to do all
acts things necessary to operate the
Scheme and to vote and be counted in
quorum on nay matter connected with
the Scheme notwithstanding that they
may be interested in the share,
except that no Director may vote or
be counted in a quorum in respect of
his own participation in the Scheme
and any provisions of the Articles of
Association of the Company be and
hereby relaxed to that extent
accordingly
9. Approve that the rules of the Mgmt For *
Wolverhampton & Dudley Breweries PLC
Long Term Incentive Plan 2004 LTIP
and authorize the Directors to make
such maodifications to the LTIP as
they may deem necessary to take
account of the requirements of the UK
Listing Authority and best practice,
to adopt the LTIP as so modified and
do all acts and things necessary to
operate the LTIP and to vote and be
counted in a quorum on any matter
connected with the LTIP
notwithstanding that they may be
interested in the same, except that
no Director may be counted in a
quorum or vote in respect of his own
participation and any provisions of
the Articles of Association of the
Company be and hereby relaxed to the
extent accordingly
S.11 Authorize the Directors, subject to Mgmt For *
the passing of Resolution 10 and
pursuant to Section 95 of the
Companies Act 1985, to allot equity
securities Section 94(2) and Section
94(3A) for cash pursuant to the
authority conferred by Resolution 10,
disapplying the statutory pre-
emption rights Section 89(1),
provided that this power is limited
to the allotment of equity
securities: a) in connection with an
issue in favor of ordinary
shareholders; b) up to an aggregate
nominal amount of GBP 1,078,074;
Authority expires the earlier of the
conclusion of the next AGM of the
Company or 22 APR 2005; and the
Board may allot equity securities
after the expiry of this authority in
pursuance of such an offer or
S.12 Authorize the Company, for the Mgmt For *
purpose of Section 166 of the
Companies Act 1985, to make market
purchases Section 163(3) of up to
10,956,158 BP 3,232,067 ordinary
shares of 29.5p each in the capital,
at a minimum price of 29.5p and up to
105% of the average middle market
quotations for such shares derived
from the Daily Official List of the
London Stock Exchange, over the
previous 5 business days; Authority
expires the earlier of the conclusion
of the next AGM of the Company or 22
APR 2005; the Company, before the
expiry, may make a contract to
purchase ordinary shares which will
or may be executed wholly or partly
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XINAO GAS HOLDINGS LTD Agenda: 700513004
CUSIP: G9826J104 Meeting Type: AGM
Ticker: Meeting Date: 5/28/2004 ISIN: KYG9826J1040
For/Against
Proposal Type Vote Management
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1. Receive the audited financial Mgmt For *
statements and the reports of the
Directors and the Auditors for the YE
31 DEC 2003
2. Re-elect the retiring Directors and Mgmt For *
authorize the Board of Directors to
fix Directors fees
3. Re-appoint the Auditors and authorize Mgmt For *
the Board of Directors to fix their
remuneration
4.A Authorize the Directors, pursuant to Mgmt Against *
the Rules Governing the Listing of
Securities on the Stock Exchange of
Hong Kong Limited Stock Exchange, to
allot, issue and deal with unissued
shares in the capital of the Company
and make or grant offers, agreements
and options including but not limited
to warrants, bonds and debentures
convertible into the shares of the
Company during and after the relevant
period, not exceeding the aggregate
of a) 20% of the aggregate total
nominal value of the issued share
capital of the Company; plus
otherwise than pursuant to a) a
rights issue; or b) the exercise of
subscription or conversion rights
under the terms of any warrants and
securities; or c) the exercise of
options or similar arrangement; or d)
any scrip dividend or similar
arrangement; or e) a specific
authority granted by the shareholders
of the Company in general meeting;
Authority expires the earlier of the
conclusion of the next AGM or the
expiration of the period within which
the next AGM is
4.B Authorize the Directors of the Mgmt For *
Company to repurchase securities of
the Company during the relevant
period, on The Stock Exchange of Hong
Kong Limited, subject to and in
accordance with all applicable laws
and requirements of the Rules
Governing the Listing of Securities
on the Stock Exchange or of any other
stock exchange as amended time to
time, at such price as the Directors
may at their discretion determine in
accordance with all applicable laws
and regulations, not exceeding 10% of
the aggregate nominal value of the
issued share capital of the Company;
Authority expires the earlier of the
conclusion of the AGM of the Company
or the expiration of the period
within which the next AGM of the
Company is to be held by law
4.C Approve, conditional upon the passing Mgmt For *
of Resolutions 4A and 4B, to extend
the general mandate granted to the
Directors to allot, issue and deal
with the unissued shares pursuant to
Resolution 4A, by adding the
aggregate nominal value of the share
capital repurchased pursuant to
Resolution 4B, provided that such
amount does not exceed 10% of the
aggregate nominal value of the issued
share capital of the Company at the
date of passing this resolution
S.5 Amend the Articles of Association of Mgmt Abstain *
the Company as follows: by amending
the Article 2; by deleting the
existing Article 16 and replacing it
with the new Article 16; by amending
the Article 42; by amending the
Article 43; by amending the Article
80; by amending the Article 81; by
amending the Article 83; by
renumbering the existing Article
89(a) as the Article 89(a)(i) and
amending it; by amending the Article
106(vii); by amending the Article
107(c), (e) and (f); by amending the
Article 116; by deleting the existing
Article 120 and substituting it with
the new Article 120; and by deleting
the existing Article 122(a) and
substituting it with the new Article
122(a)
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CHARLES VOEGELE HOLDING AG, FREIENBACH Agenda: 700469617
CUSIP: H1383H117 Meeting Type: OGM
Ticker: Meeting Date: 4/6/2004 ISIN: CH0006937772
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
The practice of share blocking varies Non-
widely in this market. Please Voting
contact your ADP client service
representative to obtain blocking
information for your accounts
1. Approve the annual report, the annual Mgmt For *
accounts and the consolidated
accounts for business year 2003, the
reports of the Auditors and the Group
2. Approve the appropriation of retained Mgmt For *
earnings
3. Grant discharge from liability of the Mgmt Abstain *
Management
4. Elect the Board of Directors Mgmt For *
5. Elect the Auditors and the Group Mgmt For *
Auditors
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GEBERIT AG, JONA Agenda: 700481790
CUSIP: H2942E108 Meeting Type: AGM
Ticker: Meeting Date: 4/22/2004 ISIN: CH0008038223
For/Against
Proposal Type Vote Management
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Please note that this is Part II of Non-
the meeting notice sent under meeting Voting
#124150, including the agenda. To
vote in the upcoming meeting, your
name must be notified to the company
registrar as beneficial owner before
the re-registration deadline.
Therefore, ADP cutoff date for this
meeting is calculated based on the
re-registration deadline set by the
market. However, shareholders that
are already registered at the company
books are entitled to submit their
voting instructions up until 09 APR
2004. Please note that those
instructions that are submitted after
the ADP cutoff date will be processed
on a best effort basis.
1. Approve the annual report, the annual Mgmt For *
financial statements and the
consolidated financial statements
2003 as well as acknowledge the
reports of the Auditors and the Group
2. Approve to dispose of retained Mgmt For *
3. Grant discharge to the Board of Mgmt For *
Directors
4. Elect the Board of Directors Mgmt For *
5. Elect the Auditors and the Group Mgmt For *
Auditors
6. Amend the Articles of Incorporation Mgmt For *
about the authorization of a capital
increase
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CHOCOLADEFABRIKEN LINDT & SPRUENGLI AG, Agenda: 700493276
KILCHBERG
CUSIP: H49983176 Meeting Type: AGM
Ticker: Meeting Date: 4/29/2004 ISIN: CH0010570759
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
Please note this is Part II of Non-
meeting notice sent under meeting Voting
#124148, including the agenda. To
vote in the upcoming meeting, your
name must be notified to the company
registrar as beneficial owner before
the re-registration deadline.
Therefore, ADP cutoff date for this
meeting is calculated based on the
re-registration deadline set by the
market. Please note that those
instructions that are submitted after
the ADP cutoff date, will be
processed on a best effort basis.
1. Approve the annual report, the annual Mgmt For *
financial statements of Lindt and
Spruengli AG and the consolidated
financial statements
2. Grant discharge to the Board of Mgmt For *
Directors
3. Approve the disposition of the Mgmt For *
4.1 Elect the Board of Directors Mgmt For *
4.2 Elect the Auditors and the Group Mgmt For *
Auditors
5. Approve the participations capital Mgmt For *
around maximally 60,000
participations shares at most CHF
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VALORA HOLDING AG, BERN Agenda: 700493517
CUSIP: H53670198 Meeting Type: AGM
Ticker: Meeting Date: 4/28/2004 ISIN: CH0002088976
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
The practice of share blocking varies Non-
widely in this market. Please Voting
contact your ADP client service
representative to obtain blocking
information for your accounts
1. Approve the annual report and the Mgmt For *
annual accounts 2003 of Valora
Holding LTD, and the accounts of the
Valora-Group, acceptance of the
reports of the Auditors and the Group
2. Grant discharge to the Members of the Mgmt For *
Board of Directors and the
3. Approve the appropriation of the Mgmt For *
balance profit of Valora Holding LTD
4. Approve the elections Mgmt For *
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MICRONAS SEMICONDUCTOR HOLDING AG, ZUERICH Agenda: 700460330
CUSIP: H5439Q120 Meeting Type: AGM
Ticker: Meeting Date: 3/26/2004 ISIN: CH0012337421
For/Against
Proposal Type Vote Management
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PLEASE NOTE THAT THIS IS PART II OF Non-
THE MEETING NOTICE SENT UNDER MEETING Voting
#124134, INCLUDING THE AGENDA OF THE
MEETING. THANK YOU
1. Approve Annual Report, Annual Mgmt For *
Accounts, and Consolidated Accounts
of 2003, acknowledgement of the
reports of the Auditors and group
2. Approve the balance sheet profit Mgmt For *
3. Discharge of the Board of Directors Mgmt For *
4. Re-elect Auditor and Group Auditors Mgmt For *
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NOBEL BIOCARE HOLDING AG, OPFIKON Agenda: 700489049
CUSIP: H5783Q106 Meeting Type: OGM
Ticker: Meeting Date: 4/29/2004 ISIN: CH0014030040
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
THE PRACTICE OF SHARE BLOCKING VARIES Non-
WIDELY IN THIS MARKET. PLEASE Voting
CONTACT YOUR ADP CLIENT SERVICE
REPRESENTATIVE TO OBTAIN BLOCKING
INFORMATION FOR YOUR ACCOUNTS
1. Approve the annual report, annual Mgmt For *
accounts and consolidated financial
statements for 2003, reports of the
group and statutory auditors
2. Approve the distribution of Mgmt For *
profits/dividend for 2003
3. Grant discharge to the Board of Mgmt For *
Directors and other executive bodies
4.1 Re-elect Board Members Mgmt For *
4.2 Elect the new Board Members Mgmt For *
4.3 Re-elect the Auditors and group Mgmt For *
Auditors
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STRAUMANN HOLDING AG, WALDENBURG Agenda: 700481372
CUSIP: H8300N119 Meeting Type: AGM
Ticker: Meeting Date: 4/23/2004 ISIN: CH0012280076
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
The practice of share blocking varies Non-
widely in this market. Please Voting
contact your ADP client service
representative to obtain blocking
information for your accounts
1. Receive the business report 2003, as Mgmt For *
well as the reports of the Auditors
and the Group Auditor
2. Approve the annual report, the annual Mgmt For *
accounts and the consolidated
financial statements of 2003
3. Approve the appropriation of the Mgmt For *
balance profit
4. Grant discharge to the Board of Mgmt For *
Directors
5. Elect the Board of Directors Mgmt For *
6. Elect the Auditors and the Group Mgmt For *
Auditors for 2004
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TECAN GROUP AG, MAENNEDORF Agenda: 700485433
CUSIP: H84774167 Meeting Type: OGM
Ticker: Meeting Date: 4/28/2004 ISIN: CH0012100191
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
Please note that this is the Part II Non-
of the meeting notice sent under Voting
meeting #125036, including the
agenda. To vote in the upcoming
meeting, your name must be notified
to the company registrar as
beneficial owner before the re-
registration deadline. Please note
that those instructions that are
submitted after the ADP cutoff date
will be processed on a best effort
1. Approve the annual report, annual Mgmt For *
accounts, consolidated accounts of
2003 and the report of the Auditors
2. Approve the appropriation of the net Mgmt For *
profit
3. Grant discharge to the Board of Mgmt For *
directors
4. Approve the change of Articles of Mgmt For *
Association, number of the Members of
the Board of Directors and the term
of office
5.1 Re-elect the Board of Director Mgmt For *
5.2 Elect the new Members of the Board of Mgmt For *
Directors
6. Elect the Auditors and the Group Mgmt For *
Auditors
7. Approve the capital reduction in Mgmt For *
connection with the share buy-back
program
8. Amend the Article 8 ABS.3 of the Mgmt For *
Statutes
- -------------------------------------------------------------------------------------------------------
ABLE INC, TOKYO Agenda: 700559923
CUSIP: J00053108 Meeting Type: AGM
Ticker: Meeting Date: 6/29/2004 ISIN: JP3160900001
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1 Approve Allocation of Income, Mgmt For *
Including the Following Dividends:
Interim JY 0, Final JY 105, Special
JY 0
2 Amend Articles to: Authorize Share Mgmt For *
Repurchases at Board s Discretion
3.1 Elect Director Mgmt For *
3.2 Elect Director Mgmt For *
3.3 Elect Director Mgmt For *
3.4 Elect Director Mgmt For *
3.5 Elect Director Mgmt For *
3.6 Elect Director Mgmt For *
- -------------------------------------------------------------------------------------------------------
CAWACHI LTD, OYAMA Agenda: 700525542
CUSIP: J0535K109 Meeting Type: AGM
Ticker: Meeting Date: 6/7/2004 ISIN: JP3226450009
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1 Approve Allocation of Income, Mgmt For *
Including the Following Dividends:
Interim JY 0, Final JY 40, Special
JY 0
2 Amend Articles to: Allow Appointment Mgmt For *
of Alternate Statutory Auditors -
Authorize Share Repurchases at
Board s Discretion
3.1 Appoint Internal Statutory Auditor Mgmt For *
3.2 Appoint Internal Statutory Auditor Mgmt For *
3.3 Appoint Internal Statutory Auditor Mgmt For *
4 Appoint External Auditors Mgmt For *
5 Approve Retirement Bonus for Director Mgmt Abstain *
- -------------------------------------------------------------------------------------------------------
CHIYODA CORP Agenda: 700552296
CUSIP: J06237101 Meeting Type: AGM
Ticker: Meeting Date: 6/25/2004 ISIN: JP3528600004
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1 Approve Handling of Net Loss, with No Mgmt For *
Dividends
2.1 Elect Director Mgmt For *
2.2 Elect Director Mgmt For *
3.1 Appoint Internal Statutory Auditor Mgmt For *
3.2 Appoint Internal Statutory Auditor Mgmt For *
3.3 Appoint Internal Statutory Auditor Mgmt For *
4 Approve Retirement Bonuses for Mgmt Abstain *
Director and Statutory Auditor
- -------------------------------------------------------------------------------------------------------
CITIZEN ELECTRONICS CO LTD Agenda: 700551030
CUSIP: J0792R102 Meeting Type: AGM
Ticker: Meeting Date: 6/25/2004 ISIN: JP3352200004
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1 Approve Allocation of Income, Mgmt For *
Including the Following Dividends:
Interim JY 8, Final JY 10, Special
JY 0
2 Amend Articles to: Authorize Share Mgmt For *
Repurchases at Board s Discretion
3 Approve Executive Stock Option Plan Mgmt For *
4.1 Elect Director Mgmt For *
4.2 Elect Director Mgmt For *
4.3 Elect Director Mgmt For *
4.4 Elect Director Mgmt For *
4.5 Elect Director Mgmt For *
4.6 Elect Director Mgmt For *
4.7 Elect Director Mgmt For *
4.8 Elect Director Mgmt For *
4.9 Elect Director Mgmt For *
5 Appoint Internal Statutory Auditor Mgmt For *
- -------------------------------------------------------------------------------------------------------
CULTURE CONVENIENCE CLUB CO LTD, OSAKA Agenda: 700542194
CUSIP: J0845S107 Meeting Type: AGM
Ticker: Meeting Date: 6/24/2004 ISIN: JP3220500007
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1 Approve Allocation of Income, Mgmt For *
Including the Following Dividends:
Interim JY 2, Interim Special JY 1,
Final JY 2, Special JY 0
2 Amend Articles to: Authorize Share Mgmt For *
Repurchases at Board s Discretion
3.1 Elect Director Mgmt For *
3.10 Elect Director Mgmt For *
3.11 Elect Director Mgmt For *
3.12 Elect Director Mgmt For *
3.2 Elect Director Mgmt For *
3.3 Elect Director Mgmt For *
3.4 Elect Director Mgmt For *
3.5 Elect Director Mgmt For *
3.6 Elect Director Mgmt For *
3.7 Elect Director Mgmt For *
3.8 Elect Director Mgmt For *
3.9 Elect Director Mgmt For *
4 Approve Retirement Bonuses for Mgmt For *
Directors
5 Approve Executive Stock Option Plan Mgmt For *
- -------------------------------------------------------------------------------------------------------
DYDO DRINCO INC, OSAKA Agenda: 700483097
CUSIP: J1250F101 Meeting Type: AGM
Ticker: Meeting Date: 4/16/2004 ISIN: JP3488400007
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1 Approve Allocation of Income, Mgmt no action
Including the Following Dividends:
Interim JY 0, Final JY 30, Special
JY 0
2 Amend Articles to: Authorize Share Mgmt no action
Repurchases at Board s Discretion -
Limit Directors and Internal
Auditors Legal Liability - Lower
Quorum Requirement for Special
Business
3.1 Elect Director Mgmt no action
3.10 Elect Director Mgmt no action
3.2 Elect Director Mgmt no action
3.3 Elect Director Mgmt no action
3.4 Elect Director Mgmt no action
3.5 Elect Director Mgmt no action
3.6 Elect Director Mgmt no action
3.7 Elect Director Mgmt no action
3.8 Elect Director Mgmt no action
3.9 Elect Director Mgmt no action
4 Appoint Internal Statutory Auditor Mgmt no action
5 Approve Retirement Bonuses for Mgmt no action
Directors
- -------------------------------------------------------------------------------------------------------
EDION CORP, TOKYO Agenda: 700548792
CUSIP: J1266Z109 Meeting Type: AGM
Ticker: Meeting Date: 6/29/2004 ISIN: JP3164470001
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1 Approve Allocation of Income, Mgmt For *
Including the Following Dividends:
Interim JY 10, Final JY 10, Special
JY 0
2 Amend Articles to: Authorize Mgmt For *
Appointment of Alternate Statutory
Auditors - Clarify Director
Authorities
3.1 Elect Director Mgmt For *
3.2 Elect Director Mgmt For *
3.3 Elect Director Mgmt For *
3.4 Elect Director Mgmt For *
3.5 Elect Director Mgmt For *
3.6 Elect Director Mgmt For *
3.7 Elect Director Mgmt For *
4 Appoint Internal Statutory Auditor Mgmt For *
4.1 Appoint Alternate Statutory Auditor Mgmt For *
5 Appoint External Auditors Mgmt For *
- -------------------------------------------------------------------------------------------------------
HASEKO CORP Agenda: 700535391
CUSIP: J18984104 Meeting Type: AGM
Ticker: Meeting Date: 6/29/2004 ISIN: JP3768600003
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
PLEASE NOTE THAT THIS IS A REVISION Non-
DUE TO THE REVISED WORDING OF THE Voting
RESOLUTIONS. IF YOU HAVE ALREADY
SENT IN YOUR VOTES, PLEASE DO NOT
RETURN THIS PROXY FORM UNLESS YOU
DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
1. Approve the measures to dispose of Mgmt no action
losses for No.87 Term: The Company
has decided to carry the losses
incurred in this term to the next
term, so no dividend has been
declared to shareholders
2. Approve the partial changes to the Mgmt no action
Articles of Incorporation: Proposal
of partial amendments to the Company s
Articles of Incorporation
3.1 Elect Mr. Toshihisa Dake as a Mgmt no action
3.2 Elect Mr. Takashi Iwao as a Director Mgmt no action
3.3 Elect Mr. Kazunobu Kanai as a Mgmt no action
3.4 Elect Mr. Hiroyuki Nobuta as a Mgmt no action
3.5 Elect Mr. Masuo Shindou as a Director Mgmt no action
3.6 Elect Mr. Kouji Katou as a Director Mgmt no action
3.7 Elect Mr. Minoru Nishino as a Mgmt no action
4.1 Elect Mr. Masahiro Hatashita as a Mgmt no action
Corporate Auditor
4.2 Elect Mr. Haruo Akimine as a Mgmt no action
Corporate Auditor
- -------------------------------------------------------------------------------------------------------
IMPACT 21 CO LTD Agenda: 700519955
CUSIP: J23597107 Meeting Type: AGM
Ticker: Meeting Date: 5/27/2004 ISIN: JP3153200005
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1 Approve Allocation of Income, Mgmt For *
Including the Following Dividends:
Interim JY 12.5, Final JY 37.5,
Special JY 0
2 Elect Director Mgmt For *
3 Approve Retirement Bonus for Director Mgmt Abstain *
- -------------------------------------------------------------------------------------------------------
KOBAYASHI PHARMACEUTICAL CO LTD, OSAKA Agenda: 700547790
CUSIP: J3430E103 Meeting Type: AGM
Ticker: Meeting Date: 6/29/2004 ISIN: JP3301100008
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1 Approve Allocation of Income, Mgmt no action
Including the Following Dividends:
Interim JY 0, Final JY 21, Special
JY 0
2 Amend Articles to: Increase Mgmt no action
Authorized Capital from 11.34 Million
Shares to 17.01 Million Shares-
Clarify Director Authorities -
Authorize Share Repurchases
3.1 Elect Director Mgmt no action
3.2 Elect Director Mgmt no action
3.3 Elect Director Mgmt no action
3.4 Elect Director Mgmt no action
3.5 Elect Director Mgmt no action
3.6 Elect Director Mgmt no action
4.1 Appoint Internal Statutory Auditor Mgmt no action
4.2 Appoint Internal Statutory Auditor Mgmt no action
5 Approve Retirement Bonuses for Mgmt no action
Director and Statutory Auditors
- -------------------------------------------------------------------------------------------------------
KOMERI CO LTD Agenda: 700555557
CUSIP: J3590M101 Meeting Type: AGM
Ticker: Meeting Date: 6/29/2004 ISIN: JP3305600003
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1 Approve Allocation of Income, Mgmt For *
Including the Following Dividends:
Interim JY 13, Final JY 14, Special
JY 0
2 Amend Articles to: Authorize Share Mgmt For *
Repurchases at Board s Discretion
3 Elect Director Mgmt For *
4 Approve Retirement Bonus for Director Mgmt For *
- -------------------------------------------------------------------------------------------------------
MANDOM CORP Agenda: 700534375
CUSIP: J39659107 Meeting Type: AGM
Ticker: Meeting Date: 6/24/2004 ISIN: JP3879400004
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1 Approve Allocation of Income, Mgmt For *
Including the Following Dividends:
Interim JY 25, Final JY 25, Special
JY 0
2 Amend Articles to: Reduce Board Size Mgmt For *
- Clarify Director Authorities in
Connection with Introduction of
Executive Officer System - Authorize
Share Repurchases at Board s
Discretion
3.1 Elect Director Mgmt For *
3.2 Elect Director Mgmt For *
3.3 Elect Director Mgmt For *
3.4 Elect Director Mgmt For *
3.5 Elect Director Mgmt For *
3.6 Elect Director Mgmt For *
3.7 Elect Director Mgmt For *
3.8 Elect Director Mgmt For *
3.9 Elect Director Mgmt For *
4.1 Appoint Internal Statutory Auditor Mgmt For *
4.2 Appoint Internal Statutory Auditor Mgmt For *
4.3 Appoint Internal Statutory Auditor Mgmt For *
5 Approve Retirement Bonuses for Mgmt For *
Directors
6 Approve Special Bonus for Family of Mgmt For *
Deceased Statutory Auditor and
Approve Retirement Bonus for
Statutory Auditor
- -------------------------------------------------------------------------------------------------------
MEGACHIPS CORP, OSAKA Agenda: 700453311
CUSIP: J4157R103 Meeting Type: EGM
Ticker: Meeting Date: 2/24/2004 ISIN: JP3920860008
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1 Approve Corporate Split Agreement and Mgmt no action
Transfer of LSI Operations to New
Wholly-Owned Subsidiary MegaChips LSI
Solutions Inc.
2 Approve Transfer of Company s Systems Mgmt no action
Business to MegaChips System
Solutions Inc.
3.1 Elect Director Mgmt no action
3.2 Elect Director Mgmt no action
- -------------------------------------------------------------------------------------------------------
NAKANISHI INC, TOCHIGI Agenda: 700513460
CUSIP: J4800J102 Meeting Type: AGM
Ticker: Meeting Date: 5/18/2004 ISIN: JP3642500007
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1 Approve Allocation of Income, Mgmt no action
Including the Following Dividends:
Interim JY 0, Final JY 20, Special
JY 0
2 Amend Articles to: Authorize Share Mgmt no action
Repurchases at Board s Discretion
3.1 Elect Director Mgmt no action
3.2 Elect Director Mgmt no action
3.3 Elect Director Mgmt no action
3.4 Elect Director Mgmt no action
3.5 Elect Director Mgmt no action
3.6 Elect Director Mgmt no action
3.7 Elect Director Mgmt no action
3.8 Elect Director Mgmt no action
4 Approve Retirement Bonus for Director Mgmt no action
- -------------------------------------------------------------------------------------------------------
NORITZ CORP Agenda: 700469009
CUSIP: J59138115 Meeting Type: AGM
Ticker: Meeting Date: 3/30/2004 ISIN: JP3759400009
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1 Approve Allocation of Income, Mgmt For *
Including the Following Dividends:
Interim JY 8.5, Final JY 8.5,
Special JY 0
2 Amend Articles to: Expand Business Mgmt Abstain *
Lines - Authorize Share Repurchases
at Board s Discretion - Lower
Quorum Requirement for Special
3.1 Elect Director Mgmt For *
3.10 Elect Director Mgmt For *
3.11 Elect Director Mgmt For *
3.12 Elect Director Mgmt For *
3.13 Elect Director Mgmt For *
3.14 Elect Director Mgmt For *
3.15 Elect Director Mgmt For *
3.16 Elect Director Mgmt For *
3.2 Elect Director Mgmt For *
3.3 Elect Director Mgmt For *
3.4 Elect Director Mgmt For *
3.5 Elect Director Mgmt For *
3.6 Elect Director Mgmt For *
3.7 Elect Director Mgmt For *
3.8 Elect Director Mgmt For *
3.9 Elect Director Mgmt For *
4.1 Appoint Internal Statutory Auditor Mgmt For *
4.2 Appoint Internal Statutory Auditor Mgmt For *
5 Approve Special Bonus for Family of Mgmt Abstain *
Deceased Statutory Auditor and
Approve Retirement Bonus for
Statutory Auditor
- -------------------------------------------------------------------------------------------------------
PARK24 CO LTD, TOKYO Agenda: 700448219
CUSIP: J63581102 Meeting Type: AGM
Ticker: Meeting Date: 1/29/2004 ISIN: JP3780100008
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve the appropriation profit for Mgmt For *
No.19 term: Dividends for the current
term has been proposed as JPY 12 per
share
2. Approve the partial amendments to the Mgmt For *
Company s Articles of Incorporation:
the term of office for Director has
been proposed to change to 1 year
from the present 2 years; the Company
has proposed to add to the list of
its objectives in an attempt to
diversify its overall business
3.1 Elect Mr. Kiyoshi Nishikawa as a Mgmt For *
Director
3.2 Elect Mr. Hidetaka Nakagome as a Mgmt For *
Director
3.3 Elect Mr. Kouichi Nishikawa as a Mgmt For *
Director
3.4 Elect Mr. Hiroaki Ikegami as a Mgmt For *
3.5 Elect Mr. Kouichi Kitamura as a Mgmt For *
Director
3.6 Elect Mr. Tsugio Kondou as a Director Mgmt For *
3.7 Elect Mr. Shuuichi Miki as a Director Mgmt For *
4. Approve to give free share Mgmt For *
subscription rights to Directors,
Statutory Auditors and employees of
the Company and its subsidiaries as
stock option in accordance with
Commercial Code 280-20 and 280-21
5. Grant retirement allowances to Mgmt Abstain *
retired Director, Mr. Mikio Nobutou
who retired during the current term,
in according with the Company s rule
- -------------------------------------------------------------------------------------------------------
REINS INTERNATIONAL INC, TOKYO Agenda: 700467978
CUSIP: J64369101 Meeting Type: AGM
Ticker: Meeting Date: 3/26/2004 ISIN: JP3979250002
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1 Approve Allocation of Income, Mgmt no action
Including the Following Dividends:
Interim JY 2500, Final JY 5000,
Special JY 0
2 Amend Articles to: Expand Business Mgmt no action
Lines - Change Location of Head
Office - Authorize Share
Repurchases at Board s Discretion
3 Approve Transfer of Company s Mgmt no action
Distribution and Wholesale Operations
to Wholly-Owned Subsidiary
4.1 Elect Director Mgmt no action
4.2 Elect Director Mgmt no action
4.3 Elect Director Mgmt no action
4.4 Elect Director Mgmt no action
4.5 Elect Director Mgmt no action
4.6 Elect Director Mgmt no action
4.7 Elect Director Mgmt no action
4.8 Elect Director Mgmt no action
5 Appoint Internal Statutory Auditor Mgmt no action
6 Approve Executive Stock Option Plan Mgmt no action
- -------------------------------------------------------------------------------------------------------
RINNAI CORP Agenda: 700556751
CUSIP: J65199101 Meeting Type: AGM
Ticker: Meeting Date: 6/29/2004 ISIN: JP3977400005
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1 Approve Allocation of Income, Mgmt For *
Including the Following Dividends:
Interim JY 12, Final JY 12, Special
JY 0
2 Amend Articles to: Authorize Share Mgmt For *
Repurchases at Board s Discretion
3.1 Elect Director Mgmt For *
3.2 Elect Director Mgmt For *
4.1 Appoint Internal Statutory Auditor Mgmt For *
4.2 Appoint Internal Statutory Auditor Mgmt For *
4.3 Appoint Internal Statutory Auditor Mgmt For *
4.4 Appoint Internal Statutory Auditor Mgmt For *
5 Approve Retirement Bonuses for Mgmt Abstain *
Directors and Statutory Auditor
- -------------------------------------------------------------------------------------------------------
SUMITOMO REAL ESTATE SALES CO LTD, TOKYO Agenda: 700541635
CUSIP: J7786K100 Meeting Type: AGM
Ticker: Meeting Date: 6/25/2004 ISIN: JP3409200007
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1 Approve Allocation of Income, Mgmt For *
Including the Following Dividends:
Interim JY 15, Final JY 15, Special
JY 0
2.1 Elect Director Mgmt For *
2.2 Elect Director Mgmt For *
3.1 Appoint Internal Statutory Auditor Mgmt For *
3.2 Appoint Internal Statutory Auditor Mgmt For *
- -------------------------------------------------------------------------------------------------------
TECMO LTD, TOKYO Agenda: 700555379
CUSIP: J82264102 Meeting Type: AGM
Ticker: Meeting Date: 6/29/2004 ISIN: JP3545060000
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1 Approve Allocation of Income, Mgmt For *
Including the Following Dividends:
Interim JY 0, Final JY 15, Special
JY 0
2 Amend Articles to: Change Fiscal Year Mgmt For *
End - Authorize Share Repurchases at
Board s Discretion - Lower Quorum
Requirement for Special Business -
Clarify Director Authorities
3.1 Elect Director Mgmt For *
3.10 Elect Director Mgmt For *
3.2 Elect Director Mgmt For *
3.3 Elect Director Mgmt For *
3.4 Elect Director Mgmt For *
3.5 Elect Director Mgmt For *
3.6 Elect Director Mgmt For *
3.7 Elect Director Mgmt For *
3.8 Elect Director Mgmt For *
3.9 Elect Director Mgmt For *
4.1 Appoint Internal Statutory Auditor Mgmt For *
4.2 Appoint Internal Statutory Auditor Mgmt For *
- -------------------------------------------------------------------------------------------------------
TOEI ANIMATION CO LTD, TOKYO Agenda: 700551650
CUSIP: J84453109 Meeting Type: AGM
Ticker: Meeting Date: 6/25/2004 ISIN: JP3560200002
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve the profit appropriation for Mgmt For *
number 66 Term: dividends for the
current term has been proposed as JPY
30 per share
2. Amend the Company s Articles of Mgmt For *
Incorporation : the Company has
proposed to add to the list of its
objectives in an attempt to diversify
its overall business operations; the
Company will be allowed to purchase
its own shares upon resolution of the
Board of Directors in accordance
with Commercial Code 211-3
3.1 Elect Mr. Tsutomu Tomari as a Mgmt For *
3.10 Elect Mr. Tsuyoshi Okada as a Mgmt For *
3.11 Elect Mr. Hiroshi Hayakawa as a Mgmt For *
Director
3.12 Elect Mr. Yoshiaki Yamada as a Mgmt For *
3.13 Elect Mr. Hajime Shigemura as a Mgmt For *
Director
3.14 Elect Mr. Atsuo Yoshida as a Director Mgmt For *
3.2 Elect Mr. Hiroshi Takahashi as a Mgmt For *
Director
3.3 Elect Mr. Osumu Yoshioka as a Mgmt For *
3.4 Elect Mr. Hidenori Ooyama as a Mgmt For *
3.5 Elect Mr. Hirotarou Nishi as a Mgmt For *
3.6 Elect Mr. Kenkichi Matsushita as a Mgmt For *
Director
3.7 Elect Mr. Kouzou Morishita as a Mgmt For *
Director
3.8 Elect Mr. Shigeru Okada as a Director Mgmt For *
3.9 Elect Mr. Tan Takaiwa as a Director Mgmt For *
4.1 Grant retirement allowance to Mr. Mgmt For *
Masaki Miyauchi a retired Director
according to the Company rule
4.2 Grant retirement allowance to Mr. Mgmt For *
Tsuyoshi Takagi a retired Director
according to the Company rule
4.3 Grant retirement allowance to Mr. Mgmt For *
Kazuyoshi Kobayashi a retired
Director according to the Company
4.4 Grant retirement allowance to Mr. Mgmt For *
Kazuyuki Tanaka a retired Director
according to the Company rule
- -------------------------------------------------------------------------------------------------------
TOPDANMARK A/S Agenda: 700492678
CUSIP: K96213150 Meeting Type: AGM
Ticker: Meeting Date: 4/20/2004 ISIN: DK0010259530
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
Important market processing Non-
requirement: A beneficial owner Voting
signed power of attorney (POA) is
required in order to lodge and
execute your voting instructions in
this market. Absence of a POA, may
cause your instructions to be
rejected. Should you have any
questions, please contact your client
service representative at ADP. Thank
I. Receive the report on the Company s Mgmt For *
activities in the past year
II. Receive the presentation of the Mgmt For *
audited annual report signed by the
Board of Directors and the Board of
Management
III. Adopt the annual report and decision Mgmt For *
on the application of profits
according to the accounts as adopted
IV.A Re-elect Mr. Jorgen Ajslev as a Mgmt For *
Director
IV.B Re-elect Mr. Anders Knutsen as a Mgmt For *
Director
IV.C Re-elect Mr. Jens Maaloe as a Mgmt For *
IV.D Elect Ms. Anette Sadolin, Managing Mgmt For *
Director, as a new member of
Topdanmark s Board of Directors
IV.E Re-elect Mr. Knud J. Vest as a Mgmt For *
IV.F Re-elect Mr. Elvar Vinum as a Mgmt For *
V. Re-elect the Auditors Mgmt For *
VI.A Approve that the share capital be Mgmt For *
reduced by own shares with a nominal
value of DKK 7,311,360 with
subsequent cancellation of these
shares; and the consequential
amendment to Article 3(1), first
sentence, of the Articles of
Association to read as follows: The
share capital of the Company amounts
to DKK 227,289,070 and is fully paid
VI.B Authorize the Board of Directors to Mgmt For *
acquire own shares for the purpose of
ownership or security whereby the
total of own shares held by the
Company or its subsidiaries must not
exceed 10% of the share capital and
the shares can be acquired at a
minimum market price of DKK 10.5 per
share and a maximum price of more
than 10%; Authority is valid until
the next AGM in 2005
VI.C Approve that the annual remuneration Mgmt For *
to be paid to the Board of Directors
remains unchanged at a total of DKK
1,950,000
VI.D Authorize the Board of Directors to Mgmt For *
grant up to 250,000 warrants for 2005
to the Company s Board of Management
and other Executives on the terms
set out in Appendix 1 to the Articles
of Association and within the limits
of relevant legislation
VII. Any other business Other For *
- -------------------------------------------------------------------------------------------------------
SBS BROADCASTING S.A. Agenda: 932061156
CUSIP: L8137F102 Meeting Type: Annual
Ticker: SBTV Meeting Date: 12/5/2003 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
A2 HARRY EVANS SLOAN Mgmt For For
MICHAEL FINKELSTEIN Mgmt For For
ANTHONY GHEE Mgmt For For
DR. HERBERT G. KLOIBER Mgmt For For
BENJAMIN H. LORENZ Mgmt For For
EDWARD MCKINLEY Mgmt For For
JAMES MCNAMARA Mgmt For For
SHANE O'NEILL Mgmt For For
MARK SCHNEIDER Mgmt For For
MARKUS TELLENBACH Mgmt For For
A3 PROPOSAL 3. Mgmt For For
A4 PROPOSAL 4. Mgmt For For
A5 PROPOSAL 5. Mgmt For For
A6 PROPOSAL 6. Mgmt For For
A7 PROPOSAL 7. Mgmt For For
A8 PROPOSAL 8. Mgmt For For
E1A PROPOSAL 1A. Mgmt For For
- -------------------------------------------------------------------------------------------------------
LUMENIS LTD. Agenda: 932044871
CUSIP: M6778Q105 Meeting Type: Special
Ticker: LUME Meeting Date: 10/1/2003 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 DR. SHLOMO SEGEV Mgmt For For
ALEXANDER YUHJTMAN Mgmt For For
- -------------------------------------------------------------------------------------------------------
ORBOTECH LTD. Agenda: 932185564
CUSIP: M75253100 Meeting Type: Annual
Ticker: ORBK Meeting Date: 6/24/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1A THE ELECTION OF YEHUDIT BRONICKI AS A Mgmt no action
CLASS III DIRECTOR.
1B THE ELECTION OF JACOB RICHTER AS A Mgmt no action
CLASS III DIRECTOR.
2 APPROVAL OF PROPOSAL TO RECEIVE, Mgmt no action
CONSIDER AND APPROVE THE AUDITORS
REPORT AND THE CONSOLIDATED FINANCIAL
STATEMENTS OF THE COMPANY.
3 APPROVAL OF PROPOSAL TO RE-APPOINT Mgmt no action
KESSELMAN & KESSELMAN AS AUDITORS OF
THE COMPANY AND TO THE REMUNERATION
OF SAID AUDITORS PROVIDED SUCH
REMUNERATION IS ALSO APPROVED BY THE
AUDIT COMMITTEE.
4 RATIFICATION AND APPROVAL OF Mgmt no action
RESOLUTIONS OF THE AUDIT COMMITTEE
AND THE BOARD OF DIRECTORS PERTAINING
TO THE TERMS, AND PAYMENT PURSUANT
TO SUCH TERMS, OF THE ANNUAL BONUS
FOR 2004 TO THE CHIEF EXECUTIVE
OFFICER OF THE COMPANY, WHO IS ALSO A
DIRECTOR OF THE COMPANY.
- -------------------------------------------------------------------------------------------------------
KONINKLIJKE BOSKALIS WESTMINSTER NV Agenda: 700508964
CUSIP: N14952225 Meeting Type: AGM
Ticker: Meeting Date: 5/17/2004 ISIN: NL0000341485
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Opening Non-
Voting
2. Approve the annual report of the Mgmt no action
Board of Management for the year 2003
3.A Approve the annual accounts 2003 Mgmt no action
3.B Approve the report of the Supervisory Mgmt no action
report
3.C Grant discharge to the Board of Mgmt no action
Directors
3.D Grant discharge to the Supervisory Mgmt no action
Board
3.E Approve the dividend policy Mgmt no action
3.F Approve the appropriation profit Mgmt no action
4. Approve the Corporate Governance Mgmt no action
5. Approve the remuneration of the Mgmt no action
Supervisory Board
6. Grant authority to acquire shares in Mgmt no action
its own capital
7. Approve the composition of the Mgmt no action
Supervisory Board
8. Any other business Other no action
9. Closing Non-
Voting
- -------------------------------------------------------------------------------------------------------
BUHRMANN NV, MAASTRICHT Agenda: 700477854
CUSIP: N17109104 Meeting Type: AGM
Ticker: Meeting Date: 4/29/2004 ISIN: NL0000343135
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
PLEASE NOTE THAT BLOCKING CONDITIONS Non-
FOR VOTING AT THIS GENERAL MEETING Voting
ARE RELAXED. BLOCKING PERIOD ENDS ONE
DAY AFTER THE REGISTRATION DATE SET
ON 22 APR 2004. SHARES CAN BE TRADED
THEREAFTER. THANK YOU.
1. Opening Non-
Voting
10.a Appoint a Member of the Executive Mgmt no action
Board as authorized body
10.b Approve to issue shares Mgmt no action
10.c Approve the limitation or exclusion Mgmt no action
of the shareholders preferential
11. Questions Other no action
12. Closure Non-
Voting
2.a Approve the report of the Supervisory Mgmt no action
Board and the Executive Board
2.b Approve to determine the annual Mgmt no action
account 2003
2.c Approve the dividend Mgmt no action
2.d Grant discharge to the Members of the Mgmt no action
Executive Board
2.e Grant discharge to the Members of the Mgmt no action
Supervisory Board
3. Approve to determine reservations and Mgmt no action
dividend policy
4. Corporate Governance Mgmt no action
5.a Approve to determine the remuneration Mgmt no action
policy of the Executive Board
5.b Approve the share option Mgmt no action
6. Approve to change the Articles of Mgmt no action
Association
7. Appoint a member of the Supervisory Mgmt no action
Board and re-appoint 2 Members of the
Supervisory Board
8. Approve to inquire into the annual Mgmt no action
account 2004
9. Authorize the Company to purchase own Mgmt no action
shares of certificates
- -------------------------------------------------------------------------------------------------------
BUHRMANN NV, MAASTRICHT Agenda: 700413571
CUSIP: N17109104 Meeting Type: EGM
Ticker: Meeting Date: 10/8/2003 ISIN: NL0000343135
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Opening Non-
Voting
2.a Approve to sell the paper merchanting Mgmt For *
division and change the Articles of
Association
2.b Approve to alter the Articles of Mgmt Abstain *
Association
3. Appoint a memeber of the Supervisory Mgmt For *
Board
4. Any other business Other For *
5. Closure Non-
Voting
- -------------------------------------------------------------------------------------------------------
FOX KIDS EUROPE NV, ROTTERDAM Agenda: 700407263
CUSIP: N3343B100 Meeting Type: AGM
Ticker: Meeting Date: 9/10/2003 ISIN: NL0000352524
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
PLEASE NOTE THAT THIS IS AN Non-
EXTRAORDINARY GENERAL MEETING. THANK Voting
YOU.
1. Opening Non-
Voting
2. Appoint a new Member of the Board Mgmt no action
3. Any other business Other no action
4. Closing Non-
Voting
- -------------------------------------------------------------------------------------------------------
HAGEMEYER NV Agenda: 700485510
CUSIP: N38537234 Meeting Type: AGM
Ticker: Meeting Date: 4/21/2004 ISIN: NL0000355477
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Opening Non-
Voting
10. Approve the Corporate Governance Mgmt no action
11. Any other business Other no action
12. Closing Non-
Voting
2. Approve the annual report of 2003 Mgmt no action
3. Approve the annual accounts of 2003 Mgmt no action
4.A Grant discharge to the Board of Mgmt no action
Management
4.B Grant discharge to the Supervisory Mgmt no action
Board
5. Appoint the Members of the Mgmt no action
Supervisory Board
6. Appoint a member of the Board of Mgmt no action
Management
7. Appoint the External Auditor to audit Mgmt no action
the annual account of 2004
8. Authorize the Company to acquire Mgmt no action
shares in its capital
9.A Authorize the Board of Management to Mgmt no action
issue shares
9.B Authorize the Board of Management to Mgmt no action
restrict or exclude the pre-emptive
right on the issue of ordinary shares
- -------------------------------------------------------------------------------------------------------
HEIJMANS NV Agenda: 700497084
CUSIP: N3928R157 Meeting Type: AGM
Ticker: Meeting Date: 5/5/2004 ISIN: NL0000341931
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Opening Non-
Voting
10. Other business and closure Non-
Voting
2. Announcements Mgmt For *
3. Approve the annual report for 2003 Mgmt For *
and the comment by the Board of
4a. Approve the annual accounts 2003 Mgmt For *
4b. Approve the profit appropriation Mgmt For *
4c. Grant discharge of the Board of Mgmt For *
Management
4d. Grant discharge of the Supervisory Mgmt For *
Board
5. Approve the reserve and the dividend Mgmt For *
policy
6. Approve the corporate governance Mgmt For *
7. Approve the remuneration of the Board Mgmt For *
of Management
8.a Approve the resignation of a member Mgmt For *
of the Supervisory Board
8.b Approve the possibility to make Mgmt For *
recommendations to fulfil a vacancy
of the Supervisory Board
8.c Re-appoint Mr. N.H. Douben as the Mgmt For *
member of the Supervisory Board
8.d Approve the resignation of Mgmt For *
Mr. J.L. Brentjeins a member of the
Supervisory Board
9. Authorize the Board of Management to Mgmt For *
acquire shares of the Company
- -------------------------------------------------------------------------------------------------------
NUTRECO HOLDING NV, BOXMEER Agenda: 700505552
CUSIP: N6508Y120 Meeting Type: AGM
Ticker: Meeting Date: 5/13/2004 ISIN: NL0000375400
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Opening Non-
Voting
10. Closing Non-
Voting
2. Approve the report by the Supervisory Mgmt no action
Board, by Audit Committee and by
remuneration Committee over year 2003
3. Approve the report by the Executive Mgmt no action
Board over the year 2003
4.1 Approve to determine the annual Mgmt no action
accounts
4.2 Approve the dividend policy Mgmt no action
4.3 Approve the dividend proposal Mgmt no action
4.4 Grant discharge to the Executive Mgmt no action
Board over the conduct of the
4.5 Grant discharge to the Supervisory Mgmt no action
Board over its supervisory duties
5.1 Approve to review the Corporate Mgmt no action
Governance Policy
5.2 Approve to determine the Executive Non-
Board remuneration policy Voting
5.3 Approve the performance shares and Mgmt no action
performance options schemes
5.4 Approve the remuneration of the Mgmt no action
Supervisory Board
6. Appoint KPMG Accountants N.V. as the Mgmt no action
External Auditor
7. Approve the mandate to the Executive Mgmt no action
Board, subject to the approval of the
Supervisory Board, to issue shares
and to grant rights to take shares
and with restriction or exclusion of
the pre-emption rights for an 18
months period
8. Approve the mandate of the Executive Mgmt no action
Board to acquire the Company s own
shares for an 18 months period
9. Approve the communications, questions Mgmt no action
- -------------------------------------------------------------------------------------------------------
VEDIOR NV, AMSTERDAM Agenda: 700497781
CUSIP: N9202Y107 Meeting Type: AGM
Ticker: Meeting Date: 5/7/2004 ISIN: NL0000390854
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Opening Non-
Voting
10. Approve the remuneration policy Mgmt For *
11. Approve the Equity Plans Mgmt For *
12. Other business Other For *
13. Closure Non-
Voting
2.a Receive the report of the Board of Mgmt For *
Management
2.b Receive the report of the Stichting Mgmt For *
Administratiekantoor
2.c Approve the annual accounts for 2003 Mgmt For *
2.d Approve to make a payment out of the Mgmt For *
freely distributable part of the
shareholders equity
3.a Grant discharge to the Board of Mgmt For *
Management
3.b Grant discharge to the Supervisory Mgmt For *
Board
4. Approve the Corporate Governance Mgmt For *
5. Authorize the Board of Management to Mgmt For *
issue shares and to limit or exclude
the pre-emptive right
6. Approve the authorization to acquire Mgmt For *
certificates of shares of the
7. Appoint the Member of the Supervisory Mgmt For *
Board
8. Appoint the Auditor Mgmt For *
9. Amend the Articles of Association Mgmt For *
- -------------------------------------------------------------------------------------------------------
ARISTOCRAT LEISURE LIMITED Agenda: 700489405
CUSIP: Q0521T108 Meeting Type: AGM
Ticker: Meeting Date: 5/4/2004 ISIN: AU000000ALL7
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve that, the Financial Report of Mgmt For *
the consolidated entity in respect
of the YE 31 DEC 2003 and the
Directors and Auditors reports
thereon, be received by the Members
2. PLEASE NOTE THAT THE BOARD DOES NOT Shr Against *
SUPPORT THIS PROPOSAL: Re-elect Mr.
John Ducker as a Director who retires
in accordance with the Article 12.3
of the Constitution of the Company
3. Elect Mrs. Penelope Morris as a Mgmt For *
Director in accordance with the
Article 12.11 of the Constitution of
the Company
4. Elect Mr. David Simpson as a Director Mgmt For *
in accordance with the Article 12.11
of the Constitution of the Company
5. Approve that, Company be authorized Mgmt For *
to enter into contracts with affected
Non-Executive Directors to the effect
that the retirement allowances for
eligible Non-Executive Directors be
frozen and preserved with effect from
01 JUN 2004, indexed on each
anniversary of 01 JUN 2004 in
accordance with movements in the
Consumer Price Index All Groups since
the previous anniversary and only
paid to the eligible Directors on
their retirement or resignation from
the Board or termination as a
6. Approve an increase in the allowance Mgmt For *
for Directors fees from AUD 750,000
per annum to AUD 1,750,000 per annum
with effect from 01 JAN 2004 until
further varied by shareholders, to be
apportioned amongst current and
future Directors as the Directors
- -------------------------------------------------------------------------------------------------------
AUSTEREO GROUP LTD Agenda: 700419763
CUSIP: Q0741V115 Meeting Type: AGM
Ticker: Meeting Date: 11/13/2003 ISIN: AU000000AEO6
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
A. Approve the Directors report and the Non-
financial statements for the YE 30 Voting
JUN 2003
B.i Re-elect Mr. John R. Kirby as a Mgmt For *
Director, who retires by rotation in
accordance with Clause 58.1 of the
Constitution
B.ii Re-elect Mr. Graham W. Burke as a Mgmt For *
Director, who retires by rotation in
accordance with Clause 58.1 of the
Constitution
- -------------------------------------------------------------------------------------------------------
ANACONDA NICKEL LTD Agenda: 700425665
CUSIP: Q0792V105 Meeting Type: OGM
Ticker: Meeting Date: 11/26/2003 ISIN: AU000000ANL3
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
O.1 Consider the financial statements and Mgmt For *
the Directors Declaration and
report for the YE 30 JUN 2003,
together with the Auditor s report to
the members of the Company
O.2.A Re-elect Mr. G. Deru as a Director Mgmt For *
who retires in accordance with the
Company s Constitution
O.2.B Re-elect Mr. W. Strothotte as a Mgmt For *
Director who retires in accordance
with the Company s Constitution
S.1 Authorize the Board of Directors to Mgmt For *
grant 20,000,000 options to subscribe
for ordinary shares to Mr. Peter
Brendan Johnston, the CEO and
Managing Director of the Company on
the following terms: the exercise
price shall be AUD 0.06 per share,
not exercisable before 6 JUN 2004,
expiry date of 6 JUN 2005
S.2 Approve that the maximum amount of Mgmt For *
fees payable to the non-executive
Directors be increased by AUD 300,000
from AUD 500,000 to AUD 800,000 in
total, for each twelve month period
commencing 1 JUL in any year, until
varied by members in the general
meeting
S.3 Approve to change the name of the Mgmt For *
Company to Minara Resources Limited,
subject to the consent of the
Australian Securities and Investments
Commission
S.4 Approve that in accordance with Mgmt For *
Section 254H of the Corporations Law
and Article 9.1 of the Company s
Constitution: (a) every fifteen fully
paid ordinary shares of the Company
are to be consolidated into one fully
paid ordinary share; (b) every
fifteen unexercised options granted
by the Company are to be consolidated
into one option; and (c) the exerise
price for each unexercised option
granted by the Company is to be
multiplied by fifiteen, with effect
from the date this resolution is
S.5 Amend the Constitution of the Company Mgmt For *
- -------------------------------------------------------------------------------------------------------
AUSTRALIAN WORLDWIDE EXPLORATION LIMITED Agenda: 700424168
CUSIP: Q1134H101 Meeting Type: AGM
Ticker: Meeting Date: 11/20/2003 ISIN: AU000000AWE9
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
Transact any other business Non-
Voting
1. Receive and consider the annual Mgmt For *
financial report and the reports of
the Directors and the Auditors for
the YE 30 JUN 2003
2.a Re-elect Mr. Edward S. Smith as a Mgmt For *
Director, who retires by rotation in
accordance with the Company s
Constitution
2.b Re-elect Mr. Richard M. Griffin AM as Mgmt For *
a Director, who retires in
accordance with the Company s
2.c Re-elect Mr. Richard Dumbrell as a Mgmt For *
Director, who retires in accordance
with the Company s Constitution
3. Approve, for the purposes of ASX Mgmt For *
Listing Rule 7.1 and for all other
purposes, the issue under a share
purchase plan of up to a maximum of
21 million fully paid ordinary shares
within 3 months of the date of this
meeting to eligible shareholders and
in the event of and to the extent of
any shortfall in shareholder take up
under the share purchase plan, to any
underwriters as may be arranged by
the Company or subscribers procured
by such underwriters
- -------------------------------------------------------------------------------------------------------
BAYCORP ADVANTAGE LTD Agenda: 700417187
CUSIP: Q13758109 Meeting Type: AGM
Ticker: Meeting Date: 10/30/2003 ISIN: AU000000BCA7
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
Receive and consider the annual Non-
report for the FYE 30 JUN 2003 Voting
1. Re-elect Ms. Rosanne Phillipa O Mgmt For *
leghlen Meo as a Director of the
Company
2. Re-elect Mr. Geoffrey Henry Kimpton Mgmt For *
as a Director of the Company
3. Approve for all purposes the Mgmt For *
establishment of a plan for Senior
Managers of the Company and its
subsidiaries to be called the
Baycorp Advantage Limited Executive
Performace Share Plan to be
constituted and administered in
accordance with the rules of the
Baycorp Advantage Limited Executive
4. Approve for all purposes the Mgmt For *
acquisition by the new Managing
Director of the Company, of the
number of ordinary fully paid shares
in the Company for no cash payment,
under the Baycorp Advantage Limited
Executive Performace Share Plan
- -------------------------------------------------------------------------------------------------------
BURNS PHILP & CO LTD Agenda: 700419597
CUSIP: Q19083106 Meeting Type: AGM
Ticker: Meeting Date: 11/5/2003 ISIN: AU000000BPC5
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
Consider the annual financial report, Non-
Directors report and audit report Voting
for the YE 30 JUN 2003
1. Re-elect Mr. G.R. Hart as a Director Mgmt For *
of the Company
2. Elect Mr. B.M. Murray as a Director Mgmt For *
of the Company
3. Re-appoint KPMG as the Auditor of the Mgmt For *
Company with immediate effect
4. Approve, pursuant to Article 70 of Mgmt For *
the Company s Constitution and until
a further determination is made by
the Company in general meeting, to
increase the aggregate remuneration
of Non-Executive Directors by AUD
450,000 to a total amount not
exceeding AUD 900,000 in any FY
- -------------------------------------------------------------------------------------------------------
BURNS PHILP & CO LTD Agenda: 700386495
CUSIP: Q19083106 Meeting Type: EGM
Ticker: Meeting Date: 7/23/2003 ISIN: AU000000BPC5
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
2. Approve, in accordance with Section Mgmt For *
611 item 7 of the Corporations Act
2001 Cth, to issue 31,320,000
shares to Rank, pursuant to the
exercise of 31,320,000 options over
issued shares, being part of a parcel
of options acquired by Rank from
Trimark Investments Management Inc on
09 DEC 1999
3. Approve, in accordance with Section Mgmt For *
611 item 7 of the Corporations Act
2001 Cth, to convert up to
537,644,211 converting preference
shares which Rank holds in Burns
Philip to ordinary shares
S.1 Approve, in accordance with Section Mgmt For *
260B(2) of the Corporations Act 2001,
to give financial assistance provided
by Goodman Fielder and its
subsidiaries, each a subsidiary of
Burns Philip to BPC1 Pty Limited in
connection with the share
acquisitions by BPC1 Pty Limited and
includes that Goodman Fielder and its
Australian subsidiaries enter into
guarantees and/or charges over
Goodman Fielder Group assets to
secure amounts payable under Burns
Philip s financing facilities and
Burns Philip use the free cash flow
and proceeds of the sale of any
assets of Goodman Fielder and its
subsidiaries to repay some or all of
- -------------------------------------------------------------------------------------------------------
COCHLEAR LIMITED Agenda: 700414307
CUSIP: Q25953102 Meeting Type: AGM
Ticker: Meeting Date: 10/21/2003 ISIN: AU000000COH5
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive and approve the Company s Mgmt For *
financial report and the reports of
the Directors and the Auditors of the
Company in respect of the YE 30 JUN
2003
2.1 Re-elect Professor Brian D.O. Mgmt For *
Anderson AO as a Director of the
Company, who retires by rotation in
accordance with the Company s
2.2 Re-elect Mr. Peter J. North as a Mgmt For *
Director of the Company, who retires
by rotation in accordance with the
Company s Constitution
3. Approve the establishment of the Mgmt For *
Cochlear Executive Long Term
Incentive Plan for employees and
Executives of the Company
4. Approve, in accordance with the Mgmt For *
Cochlear Executive Long Term
Incentive Plan: a) the grant to Dr.
John L. Parker an Executive Director
of the Company of the number of
options in accordance with the
formula and on the specified terms;
b) the acquisition by the Plan
Trustee on behalf of Dr. Parker of
the number of performance shares
calculated in accordance with the
formula and the specified terms; and
c) the issue to Dr. Parker of any
shares upon the exercise of any such
options or the transfer by the Plan
Trustee to Dr. Parker of any such
- -------------------------------------------------------------------------------------------------------
CORPORATE EXPRESS AUSTRALIA LIMITED Agenda: 700481776
CUSIP: Q28881102 Meeting Type: AGM
Ticker: Meeting Date: 5/19/2004 ISIN: AU000000CXP9
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
Receive and approve the annual Non-
financial report, the Directors Voting
report and the Auditor s report of
the Company for the YE 31 DEC 2003
1. Re-elect Mr. J. Turner as a Director Mgmt For *
of the Company, who retires by
rotation under Clause 19.2 of the
Company s Constitution
2. Re-elect Mr. M. Hoffman as a Director Mgmt For *
of the Company, who retires pursuant
to Clause 15.5 of the Company s
Constitution
3. PLEASE NOTE THAT THIS IS A Shr Against *
SHAREHOLDER PROPOSAL: Elect
Mr. W. Arthur as a Director of the
Company pursuant to Clause 18.8 of
the Company s Constitution
- -------------------------------------------------------------------------------------------------------
DOWNER EDI LTD Agenda: 700416541
CUSIP: Q32623151 Meeting Type: AGM
Ticker: Meeting Date: 10/27/2003 ISIN: AU000000DOW2
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive and consider the financial Mgmt For *
statements and the reports of the
Directors and the Auditor for the YE
30 JUN 2003
2.1 Re-elect Mr. K.Y. Lau as a Director, Mgmt For *
who retires by rotation in accordance
with the Constitution
2.2 Re-elect Mr. J.S. Humphrey as a Mgmt For *
Director, who retires by rotation in
accordance with the Constitution
2.3 Re-elect Mr. G.M. Lawrence as a Mgmt For *
Director, who retires by rotation in
accordance with the Constitution
4. Approve the consolidation of every Mgmt For *
four ordinary shares on issue on the
Consolidation Record Date into one
ordinary share, subject to the
passing of resolution 3, and pursuant
to Section 254H of the Corporations
Act and for all other purposes
S.3 Amend the constitution of the Company Mgmt For *
- -------------------------------------------------------------------------------------------------------
FISHER & PAYKEL APPLIANCES HOLDINGS LTD Agenda: 700391422
CUSIP: Q3898H103 Meeting Type: AGM
Ticker: Meeting Date: 8/11/2003 ISIN: NZFPAE0001S2
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
Receive and approve the financial Non-
statements and the Auditor s report Voting
for the YE 31 MAR 2003 as contained
in the Company s annual report
1. Re-elect Mr. Peter Lucas as a Mgmt For *
Director, in accordance with the
Company s Constitution
2. Re-elect Mr. Gary Paykel as a Mgmt For *
Director, in accordance with the
Company s Constitution
3. Re-elect Mr. Julian Williams as a Mgmt For *
Director, in accordance with the
Company s Constitution
4. Authorize the Directors to fix the Mgmt For *
fees and expenses of
PricewaterhouseCoopers as the
Company s Auditor
S.5 Amend the Constitution of the Company Mgmt For *
by: a) amending Clause 4.8 by
deleting subparagraph (i), deleting
the reference to (i),(ii) and (iii)
in subparagraph (iv), replacing that
deleted reference with (i) or (ii)
and consequently renumbering the
remaining subparagraphs; and b)
amending Clause 22.2 by inserting a
new words after the words means a
- -------------------------------------------------------------------------------------------------------
MILLERS RETAIL LIMITED Agenda: 700419751
CUSIP: Q60933100 Meeting Type: AGM
Ticker: Meeting Date: 10/28/2003 ISIN: AU000000MRL9
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
Receive and consider the financial Non-
statements for the YE 30 JUN 2003 and Voting
the related Directors report,
Directors Declaration and the audit
report
1. Re-elect Mr. Gary Perlstein as a Mgmt For *
Director who retires by rotation in
accordance with the Constitution of
the Company
- -------------------------------------------------------------------------------------------------------
PORTMAN LTD Agenda: 700489392
CUSIP: Q76995101 Meeting Type: AGM
Ticker: Meeting Date: 4/30/2004 ISIN: AU000000PMM1
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
Approve the annual financial report Non-
and the reports of the Directors and Voting
the Auditors for the YE 31 DEC 2003
1. Re-elect Mr. George Francis Jones as Mgmt For *
a Director who retires by rotation in
accordance with the Company s
Constitution
2. Re-elect Ms. Fiona Elizabeth Harris Mgmt For *
as a Director who retires by rotation
in accordance with the Company s
Constitution
3. Re-elect Mr. Malcolm Hugh Macpherson Mgmt For *
as a Director who retires by rotation
in accordance with the Company s
Constitution
4. Approve that, for the purposes of Mgmt For *
Clause 10.2 of the Company s
Constitution and for all other
purposes the maximum aggregate amount
of the fees available to pay the
Directors excluding any Executive
Director in any period of 12 months
starting from the end of the FY of
the Company be increased by AUD
200,000 from AUD 400,000 to AUD
5. Approve the appointment of the Mgmt For *
- -------------------------------------------------------------------------------------------------------
RAMSAY HEALTH CARE LTD RHC Agenda: 700425083
CUSIP: Q7982Y104 Meeting Type: AGM
Ticker: Meeting Date: 11/25/2003 ISIN: AU000000RHC8
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive the financial report of the Non-
Company and its controlled entities Voting
and the report of the Directors and
Auditors for the FYE 30 JUN 2003
2.A Re-elect Mr. Paul Joseph Ramsay as a Mgmt For *
Director who retires by rotation in
accordance with the Company s
Constitution
2.B Re-elect Mr. Michael Stanley Siddle Mgmt For *
as a Director who retires by rotation
in accordance with the Company s
Constitution
2.C Re-elect Ms. Marjorie Lysle Brislee Mgmt For *
as a Director whose term expires at
the conclusion of this meeting
- -------------------------------------------------------------------------------------------------------
RURAL PRESS LTD RUP Agenda: 700414460
CUSIP: Q8187V101 Meeting Type: AGM
Ticker: Meeting Date: 10/17/2003 ISIN: AU000000RUP3
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive and approve the reports of Non-
the Directors and the Auditors and Voting
the financial reports of the Company
for the YE 30 JUN 2003
2. Declare the following dividends: AUD Mgmt For *
16.0 cents per ordinary share and per
AUD 17.6 cents per preferred share,
both fully franked at 30%, payable 07
NOV 2003, to all shareholders
registered as of 28 OCT 2003
3.a Re-elect Mr. Bruce Gowrie Smith as a Mgmt For *
Director, who retires by rotation
3.b Re-elect Mr. Nicholas Burton Baylor Mgmt For *
as a Director
- -------------------------------------------------------------------------------------------------------
SKY CITY ENTERTAINMENT GROUP LTD Agenda: 700415549
CUSIP: Q8513Z115 Meeting Type: AGM
Ticker: Meeting Date: 10/30/2003 ISIN: NZSKCE0001S2
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
PLEASE NOTE THAT THIS IS A REVISION Non-
DUE TO THE CHANGE IN THE AGENDA. IF Voting
YOU HAVE ALREADY SENT IN YOUR VOTES,
PLEASE DO NOT RETURN THIS PROXY FORM
UNLESS YOU DECIDE TO AMEND YOUR
ORIGINAL INSTRUCTIONS. THANK YOU.
U.
1. Re-elect Mr. Bill R. Trotter as a Mgmt no action
Director
2. Elect Mr./Ms. Patsy L. Reddy as a Mgmt no action
Director
3. Authorize an increase in the Mgmt no action
Director s fees, from NZD 450,000
plus GST (if any) for each financial
year, to NZD 600,000 plus GST (if
any) for each financial year, being
an increase of NZD 150,000 plus GST
(if
4. Authorize the Directors to fix the Mgmt no action
fees and expenses of the Auditor of
the Company
- -------------------------------------------------------------------------------------------------------
SONIC HEALTHCARE LIMITED Agenda: 700426910
CUSIP: Q8563C107 Meeting Type: AGM
Ticker: Meeting Date: 11/27/2003 ISIN: AU000000SHL7
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Re-elect Mr. Barry Patterson as Mgmt For *
Director of the Company, who retires
in accordance with Article 71 of the
Company s Constitution
2. Re-elect Mr. Colin Jackson as Mgmt For *
Director of the Company, who retires
in accordance with Article 71 of the
Company s Constitution
3. Re-elect Dr Michael Robinson as Mgmt For *
Director of the Company, who retires
in accordance with Article 71 of the
Company s Constitution
4. Approve, for the purposes of Listing Mgmt For *
7.2 of Australian Stock Exchange
Limited and for all other purposes,
the issue of options to acquire
ordinary shares under and in
accordance with the terms of the
Sonic Healthcare Limited Employee
5. Approve to amend the expiry date for Mgmt For *
the options originally issued to Dr.
Colin Goldschmidt (Managing Director)
to acquire 3 million ordinary shares
in the capital of the Company at AUD
5.32 each, as approved by
shareholders of the Company on 15 NOV
1999, from 20 April 2005 to 20
6. Approve to amend the expiry date for Mgmt For *
the options originally issued to Mr.
Christopher Wilks (Finance Director)
to acquire 1.5 million ordinary
shares in the capital of the Company
at AUD 5.32 each, as approved by
shareholders of the Company on 15 NOV
1999, from 20 April 2005 to 20
S.7 Amend the Constitution of the Company Mgmt For *
by reinstating Articles 113, 114 and
115
- -------------------------------------------------------------------------------------------------------
THE WAREHOUSE GROUP LTD Agenda: 700427796
CUSIP: Q90307101 Meeting Type: AGM
Ticker: Meeting Date: 11/28/2003 ISIN: NZWHSE0001S6
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive and approve the annual Mgmt For *
report, the financial statements and
the Auditors report for the YE 31
2.1 Re-elect, in accordance with the Mgmt For *
Constitution, Mr. P.G. Inger as a
Director, who retires by rotation
2.2 Re-elect, in accordance with the Mgmt For *
Constitution, Mr. J.R. Avery as a
Director, who retires by rotation
2.3 Re-elect, in accordance with the Mgmt For *
Constitution, Mr. J.C. Dahlsen as a
Director, who retires by rotation
3. Re-appoint, pursuant to Section Mgmt For *
200(1) of the Companies Act 1993,
Ernst & Young as the Auditors and
authorize the Directors to fix their
remuneration for the ensuing year
5. Transact any other business Other For *
S.4 Amend the Company s Constitution by: Mgmt For *
i) deleting Section 37.6 and
inserting a new Section 37.6; ii)
removing the reference to Part 1 of
the Companies Amendment Act 1963 in
Clause 4.2(e)(i) of the Constitution
by deleting that clause, deleting the
reference to i, ii, iii in Clause
4.2(e)(iv) and replacing it with i or
ii and consequently renumbering the
remaining subsidiaries-paragraphs in
Clause 4.2; and iii) inserting words
in Clause 33.3 of the Constitution
- -------------------------------------------------------------------------------------------------------
EKORNES ASA Agenda: 700498973
CUSIP: R20126109 Meeting Type: OGM
Ticker: Meeting Date: 5/6/2004 ISIN: NO0003035305
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
IMPORTANT MARKET PROCESSING Non-
REQUIREMENT: A BENEFICIAL OWNER Voting
SIGNED POWER OF ATTORNEY (POA) IS
REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTIONS IN
THIS MARKET. ABSENCE OF A POA, MAY
CAUSE YOUR INSTRUCTIONS TO BE
REJECTED. SHOULD YOU HAVE ANY
QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE AT ADP. THANK
1. Approve the registration of attending Mgmt For *
shareholders, the notice of meeting
and agenda
2. Elect the Chairman of the meeting Mgmt For *
3.a Approve the Company s financial Mgmt For *
statement and the Groups s result and
balance sheet
3.b Approve the appropriations of profit Mgmt For *
including the dividend
4. Approve the remuneration to the Board Mgmt For *
Members, Auditor and Nominating
Committee
5. Elect the Board of Directors Mgmt For *
6. Approve the guidelines for the Mgmt For *
Nominating Committee
7. Grant authority to purchase up to 1% Mgmt For *
own shares related to the Share
Option Plan for employees for 2004
- -------------------------------------------------------------------------------------------------------
OSLO BOERS HOLDING ASA, OSLO Agenda: 700499874
CUSIP: R6890P105 Meeting Type: AGM
Ticker: Meeting Date: 5/6/2004 ISIN: NO0010096845
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
IMPORTANT MARKET PROCESSING Non-
REQUIREMENT: A BENEFICIAL OWNER Voting
SIGNED POWER OF ATTORNEY (POA) IS
REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTIONS IN
THIS MARKET. ABSENCE OF A POA, MAY
CAUSE YOUR INSTRUCTIONS TO BE
REJECTED. SHOULD YOU HAVE ANY
QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE AT ADP. THANK
1. Elect a Chairman for the meeting and Mgmt no action
a person to sign the minutes jointly
with the Chairman
10. Approve the temporary waiver of the Mgmt no action
ownership restrictions contained in
the Articles of Association
2. Approve the notice calling the Mgmt no action
meeting and the agenda
3. Receive the report of the Control Mgmt no action
Committee of the Company for 2003
4. Approve the annual report and the Mgmt no action
accounts for 2003, including the
distribution of an ordinary dividend
5. Elect the Members to the Board Mgmt no action
6. Elect the Members to the Control Mgmt no action
Committee of the Company
7. Approve the change to the mandate of Mgmt no action
the Election Committee
8. Elect the Members to the Election Mgmt no action
Committee
9. Approve to determine the fee payable Mgmt no action
to the Auditor no action
- -------------------------------------------------------------------------------------------------------
OSLO BOERS HOLDING ASA, OSLO Agenda: 700408568
CUSIP: R6890P105 Meeting Type: EGM
Ticker: Meeting Date: 9/15/2003 ISIN: NO0010096845
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Elect the Chairman for the meeting Mgmt For *
and approve to sign the minutes
jointly with the Chairman
2. Approve the notice calling the Mgmt For *
meeting and the agenda
3. Approve an extraordinary dividend Mgmt For *
- -------------------------------------------------------------------------------------------------------
SCHIBSTED ASA Agenda: 700501871
CUSIP: R75677105 Meeting Type: AGM
Ticker: Meeting Date: 5/6/2004 ISIN: NO0003028904
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
IMPORTANT MARKET PROCESSING Non-
REQUIREMENT: A BENEFICIAL OWNER Voting
SIGNED POWER OF ATTORNEY (POA) IS
REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTIONS IN
THIS MARKET. ABSENCE OF A POA, MAY
CAUSE YOUR INSTRUCTIONS TO BE
REJECTED. SHOULD YOU HAVE ANY
QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE AT ADP.
1. Elect the Chairman of the AGM Mgmt For *
10. Approve the remuneration to the Board Mgmt For *
of Directors for the period 2004-
11. Approve the Election Committees Mgmt For *
statement regarding its work in 2003-
2004
12. Approve the remuneration to the Mgmt For *
Election Committee for the period
2003-2004.
13. Elect the Election Committee for 2 Mgmt For *
years
2. Approve the notice and the agenda for Mgmt For *
the AGM
3. Elect two representatives to sign the Mgmt For *
protocol from the AGM together with
the Chairman of the AGM
4. Approve the annual accounts and the Mgmt For *
Board of Directors annual report for
Schibsted ASA and the Group, for year
2003
5. Approve of the proposed allocation of Mgmt For *
dividend for year 2003, NOK 3.00 per
share, with shares owned by
Schibsted ASA excluded
6. Approve the remuneration to the Mgmt For *
Company s Auditor, in the aggregate
of NOK 550,000
7. Approve the proposal to give the Mgmt For *
Board of Directors a renewed proxy to
buy shares in Schibsted ASA, valid
until the next AGM in Schibsted in
8. Approve the change in 3 of Company s Mgmt For *
Articles of Association
9. Elect the shareholders Board Members Mgmt For *
and the Deputies
- -------------------------------------------------------------------------------------------------------
WILH.WILHELMSEN LTD ASA Agenda: 700427950
CUSIP: R98978100 Meeting Type: AGM
Ticker: Meeting Date: 11/17/2003 ISIN: NO0003471401
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Adopt the summons and the agenda to Mgmt For *
the EGM
2. Elect a person to co-sign the minutes Mgmt For *
from the EGM
3. Approve to pay an extraordinary Mgmt For *
dividend of NOK 6.00 per share based
on the balance per 31 DEC 2002
- -------------------------------------------------------------------------------------------------------
WILH.WILHELMSEN LTD ASA Agenda: 700503724
CUSIP: R98978100 Meeting Type: AGM
Ticker: Meeting Date: 5/5/2004 ISIN: NO0003471401
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
IMPORTANT MARKET PROCESSING Non-
REQUIREMENT: A BENEFICIAL OWNER Voting
SIGNED POWER OF ATTORNEY (POA) IS
REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTIONS IN
THIS MARKET. ABSENCE OF A POA, MAY
CAUSE YOUR INSTRUCTIONS TO BE
REJECTED. SHOULD YOU HAVE ANY
QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE AT ADP. THANK
1. Adopt the summons and the agenda to Mgmt no action
the AGM
2. Elect a person to Company-sing the Mgmt no action
minutes of the AGM
3. Approve the annual accounts and the Mgmt no action
report for 2003, including the
consolidated accounts and the
distribution of dividend
4. Approve the Auditors remuneration Mgmt no action
5. Approve to fix the remuneration of Mgmt no action
the Board Members and the Deputy
Board Members
6. Approve to extend the authority to Mgmt no action
the Board of Directors to purchase
shares in the Company
7. Elect the Members and the Deputy Mgmt no action
Members of the Board
- -------------------------------------------------------------------------------------------------------
NASPERS LTD Agenda: 700402388
CUSIP: S5340H118 Meeting Type: AGM
Ticker: Meeting Date: 8/29/2003 ISIN: ZAE000015889
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
Transact other business Non-
Voting
1. Approve the financial statements of Mgmt For *
the company and the Group for the 12
months ending 31 MAR 2003 and the
reports of the Directors and the
Auditors
2. Approve the dividends in relation to Mgmt For *
the N ordinary and A ordinary shares
of the Company
3. Approve the remuneration of the Non- Mgmt For *
Executive Directors
4. Re-appoint PricewaterhouseCoopers Mgmt For *
Inc. as the Auditors, until the
conclusion of the next general
meeting of the company
5. Re-elect Mr. T. Vosloo, who retires Mgmt For *
by rotation
6. Approve to extend the unconditional Mgmt Against *
general authority granted to the
Directors to place under their
control and to allot and issue at
their discretion, subject to the
provisions of Section 221 of the
Companies Act No,61 of 1973 as
amended Act, and the requirements
of the JSE Securities Exchange South
Africa JSE and any other exchange
on which the shares of the Company
may be quotated or listed from time
to time, the unissued shares of the
Company on such terms and conditions
and to such persons, whether they are
shareholders or not, as the Director
may in their sole discretion deem
7. Authorize the Directors, subject to Mgmt Against *
the listing requirements of the JSE,
to issue unissued shares of a class
of shares already in issue in the
capital of the Company for cash as
and when the opportunity arises, not
exceeding in aggregate 15% of the
number of issued shares of that class
of shares in a FY, at the maximum
permitted discount of 10% of the
weighted average traded price of the
shares in question over the 30 days
prior to the date that the price of
the issue is determined; Authority
expires the earlier of the next AGM
of the Company, or 15 months; a paid
press announcement giving full
details, including the impact on the
net asset value and earning per
share, will be published at the time
of any issue representing, on a
cumulative basis within one year, 5%
or more of the number shares of that
class in issue prior to the issues
8. Approve to grant non-renounceable Mgmt For *
offer to the Welkom debenture holders
in terms of which they will become
entitled to subscribe for a total of
5,605,236 Naspers N ordinary shares
at a subscription price of ZAR 32.96
per Naspers N ordinary share during
the 30 day period from 09 SEP 2006
9. Authorize the Directors of the Mgmt For *
Company to do all things, perform all
acts and sign all documentation
necessary to effect the
implementation of the resolutions
S.1 Authorize the Company, to repurchase Mgmt For *
issued share capital as and when the
opportunity arises, subject to the
provisions of the Act and the
requirements of the JSE on the open
market of the JSE, not exceeding in
aggregate 20% of the Company s issued
shares in existence at the date this
authority is given, at a price of no
more than 10% above the average,
weighted by volume of shares, of the
market value of shares over the
previous 5 business days; Authority
expires the earlier of the next AGM
or 15 months; a paid press
announcement will be published when
the Company has acquired, on a
cumulative basis, 3% of the number of
- -------------------------------------------------------------------------------------------------------
RECORDATI INDUSTRIA CHIMICA E FARMACEUTICA Agenda: 700464693
SPA, MILA
CUSIP: T78458121 Meeting Type: MIX
Ticker: Meeting Date: 4/7/2004 ISIN: IT0003074447
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
Please note in the event the meeting Non-
does not reach quorum, there Voting
will be a second call on 8 APR
2004. Consequently, your voting
instructions will remain valid for
all calls unless the agenda is
amended. Please be also advised that
your shares will be blocked until the
quorum is met or the meeting is
E.1 Amend some Articles of the By-Laws Mgmt For *
and approve to reflect the disposal
of the legislative decrees 6/2003 and
5/2003 reform of the Italian
O.1 Receive the Board of Directors Mgmt For *
report, the Internal Auditors report
and the balance sheet report as of 31
DEC 2003; and approve to allocate
profit and distribution of available
reserves and the resolutions related
thereto
O.2 Authorize the Company to buy and Mgmt For *
dispose its own shares; and approve
the empowerment and the resolutions
related thereto
- -------------------------------------------------------------------------------------------------------
RESMED INC Agenda: 700427037
CUSIP: U76171104 Meeting Type: AGM
Ticker: Meeting Date: 11/13/2003 ISIN: AU000000RMD6
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
Transact any other business Non-
Voting
1.a Re-elect Mr. Peter C. Farrell as a Mgmt For *
Director, for a three year term
1.b Re-elect Mr. Gary W. Pace as a Mgmt For *
Director, for a three year term
2. Approve the 2003 Employee Stock Mgmt For *
Purchase Plan, under which an
aggregate of 3,250,000 shares would
be available for issuance
3. Approve to increase the maximum Mgmt Against *
aggregate amount of Directors fees
payable in any FY to all Non-
Executive Directors, as a group, from
AUD 50,000 to AUD 400,000
4. Ratify the selection of KPMG LLP as Mgmt For *
the Independent Auditors for the FYE
30 JUN 2004
- -------------------------------------------------------------------------------------------------------
ANOTO GROUP AB Agenda: 700501112
CUSIP: W04975103 Meeting Type: AGM
Ticker: Meeting Date: 5/11/2004 ISIN: SE0000547929
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
IMPORTANT MARKET PROCESSING Non-
REQUIREMENT: A BENEFICIAL OWNER Voting
SIGNED POWER OF ATTORNEY (POA) IS
REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTIONS IN
THIS MARKET. ABSENCE OF A POA, MAY
CAUSE YOUR INSTRUCTIONS TO BE
REJECTED. SHOULD YOU HAVE ANY
QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE AT ADP. THANK
A. Adopt the profit and loss statement, Mgmt For *
the balance sheet, the consolidated
income statement and consolidated
balance sheet
B. Approve the Company s profit or loss Mgmt For *
in accordance with the adopted
balance sheet and no dividend be
distributed for the financial year
C. Grant discharge to the Board Members Mgmt For *
and the President
D. Approve to elect eight Board Members Mgmt For *
without Deputies
E. Approve the remuneration of Board fee Mgmt For *
amounting to SEK 1,200,000 and of
the Auditors be disbursed in
accordance with the procurement
F.1 Re-elect Mr. Christer Fahraeus as a Mgmt For *
Member of Board
F.2 Re-elect Mr. Lars Berg as a Member of Mgmt For *
Board
F.3 Re-elect Mr. Urban Janason as a Mgmt For *
Member of Board
F.4 Re-elect Mr. Nils Rydbeck as a Member Mgmt For *
of Board
F.5 Re-elect Mr. Jon Uddenfeldt as a Mgmt For *
Member of Board
F.6 Re-elect Mr. Kjeli Duveblad as a Mgmt For *
Member of Board
F.7 Re-elect Mr. David Henry as a Member Mgmt For *
of Board
F.8 Elect Ms. Martha Josefsson as a Mgmt For *
Member of Board
F.9 Re-elect Deloitte and Touche with Mgmt For *
Per-Arne Petterson as the Auditors
for a term of four years
G. Amend the second Paragraph of Article Mgmt For *
7 of the Article of Association
H. Authorize the Board to implement a Mgmt For *
new share issue of a maximum of
10,000,000 shares with provisions for
payment in kind or set-off or on
other conditions thereby enabling the
waiving of shareholders preferential
rights as to enable Company
acquisitions against full or part
payment in the form of shares;
authorization would result in a
dilution of approximately 7 to 8%
based on the total number of shares
I. PLEASE NOTE THAT THIS IS A Shr Against *
SHAREHOLDER PROPOSAL: Elect the
Nomination Committee composing of
three to five Company independent
persons representing the Company s
shareholders at the AGM; approve that
one representative from minor
shareholders should be included in
the committee
J. PLEASE NOTE THAT THIS IS A Shr Against *
SHAREHOLDER PROPOSAL: Authorize the
Board of Directors to elect a
Replacement Committee
K. PLEASE NOTE THAT THIS IS A Shr Against *
SHAREHOLDER PROPOSAL: Authorize the
Board of Directors to elect a Audit
- -------------------------------------------------------------------------------------------------------
MODERN TIMES GROUP AB Agenda: 700497806
CUSIP: W56523116 Meeting Type: AGM
Ticker: Meeting Date: 5/12/2004 ISIN: SE0000412371
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
IMPORTANT MARKET PROCESSING Non-
REQUIREMENT: A BENEFICIAL OWNER Voting
SIGNED POWER OF ATTORNEY (POA) IS
REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTIONS IN
THIS MARKET. ABSENCE OF A POA, MAY
CAUSE YOUR INSTRUCTIONS TO BE
REJECTED. SHOULD YOU HAVE ANY
QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE AT ADP. THANK
A. Adopt the income statement and the Mgmt For *
balance sheet and the consolidated
income statement and the consolidated
balance sheet
B. Approve the Company s unappropriated Mgmt For *
earnings or accumulated losses as
stated in the adopted balance sheet
C. Grant discharge from liability to the Mgmt For *
Members of the Board of Directors
and the Managing Director
D. Approve to determine the number of Mgmt For *
Members and the Deputy Members of the
Board of Directors and the number of
Auditors and the Deputy Auditors
E. Approve to determine the fees of the Mgmt For *
Members of the Board of Directors and
the Auditors
F.1 Re-elect Mr. Asger Aamund as a Member Mgmt For *
of the Board of Directors
F.2 Re-elect Mr. David Chance as a Member Mgmt For *
of the Board of Directors
F.3 Re-elect Mr. Lars-Johan Jarnheimer as Mgmt For *
a Member of the Board of Directors
F.4 Re-elect Ms. Cristina Stenbeck as a Mgmt For *
Member of the Board of Directors
F.5 Re-elect Mr. Pelle Tornberg as a Mgmt For *
Member of the Board of Directors
F.6 Elect Mr. Nick Humby as a Member of Mgmt For *
the Board of Directors
F.7 Elect Mr. David Marcus as a Member of Mgmt For *
the Board of Directors
G. PLEASE NOTE THAT THIS IS A Shr Against *
SHAREHOLDERS PROPOSAL: Elect a
Nomination Committee
H. PLEASE NOTE THAT THIS IS A Shr Against *
SHAREHOLDERS PROPOSAL: Authorize the
Board of Directors to elect a
Remuneration Committee
I. PLEASE NOTE THAT THIS IS A Shr Against *
SHAREHOLDERS PROPOSAL: Authorize the
Board of Directors to elect an Audit
Committee
- -------------------------------------------------------------------------------------------------------
NCC AB Agenda: 700468196
CUSIP: W5691F104 Meeting Type: OGM
Ticker: Meeting Date: 4/7/2004 ISIN: SE0000117970
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
IMPORTANT MARKET PROCESSING Non-
REQUIREMENT: A BENEFICIAL OWNER Voting
SIGNED POWER OF ATTORNEY (POA) IS
REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTIONS IN
THIS MARKET. ABSENCE OF A POA, MAY
CAUSE YOUR INSTRUCTIONS TO BE
REJECTED. SHOULD YOU HAVE ANY
QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE AT ADP.
1. Open the meeting Mgmt no action
10. Approve the disposition of the Mgmt no action
Company s profit or loss according to
the approved financial statements
11. Approve the exemption of Mgmt no action
responsibility for the members of the
board of Directors and the managing
Director for the YR 2003
12. Approve the quantity of members of Mgmt no action
the board, Auditors and substitutes
to be elected at the meeting
13. Approve the honorary to the members Mgmt no action
of the board
14. Approve the honorary to the Auditors Mgmt no action
15. Elect the members of the board and Mgmt no action
substitutes
16. Elect the Auditors and substitutes Mgmt no action
17. Approve the preparation of the Mgmt no action
elections
18. Amend the Articles of Association 4 Mgmt no action
and 5
19. Approve the reduction of the share Mgmt no action
capital and the reserve fund
2. Elect the Chairman Mgmt no action
20. Authorize the Board to acquire own Mgmt no action
shares
21. Other issues Other no action
3. Approve the electoral register Mgmt no action
4. Approve the agenda Mgmt no action
5. Elect two persons to keep the Mgmt no action
6. Determine if the meeting has been Mgmt no action
called together correctly
7. Receive the annual report and Mgmt no action
Auditors report, also, the
consolidated annual report and
auditors report
8. Receive the managing Director s Mgmt no action
9. Approve the result and balance sheet, Mgmt no action
also the consolidated result and
balance sheet
- -------------------------------------------------------------------------------------------------------
NOBIA AB Agenda: 700464061
CUSIP: W5750H108 Meeting Type: OGM
Ticker: Meeting Date: 4/1/2004 ISIN: SE0000949331
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
IMPORTANT MARKET PROCESSING Non-
REQUIREMENT: A BENEFICIAL OWNER Voting
SIGNED POWER OF ATTORNEY (POA) IS
REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTIONS IN
THIS MARKET. ABSENCE OF A POA, MAY
CAUSE YOUR INSTRUCTIONS TO BE
REJECTED. SHOULD YOU HAVE ANY
QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE AT ADP.
A. Approve the adoption of the profit Mgmt For *
and loss statement and the balance
sheet and of the consolidated profit
and loss statement and the
consolidated balance sheet
B. Approve that the profit for the year Mgmt For *
of approximately SEK 106 million and
the profit brought forward of
approximately SEK 95 million, in
aggregate approximately SEK 201
million, be appropriated so that a
dividend to the shareholders of SEK
2.25 per share, in aggregate
approximately SEK 130 million, is
declared and that the remaining
amount is brought forward; the record
date for the dividend is 06 APR 2004;
and if the general meeting passes a
resolution in accordance with the
proposal, the dividend is expected to
be paid through the agency of VPCAB
on 13 APR 2004
C. Discharge from liability for the Mgmt Against *
members to the Board of Directors and
the Managing Director
D. Determine 8 as the number of Members Mgmt For *
Board of Directors with no Deputy
members
E. Approve to determine the fees to each Mgmt For *
members of the Directors who is not
salaried by the Company shall be paid
in a fixed amount of SEK 100,00 and
in addition, in an amount
corresponding to the average last
price paid for the Nobia share during
the period from 01 JAN 2005 up to and
including the date of the AGM of
2005, multiplied by a factor of
2,000; and the fee to the Chairman of
the Board of Directors shall be paid
in a fixed amount of SEK 250,000 and
in addition and amount calculated in
accordance with the above, with the
exception that the factor 2,000 shall
F.1 Re-elect Mr. Fredrik Cappelen as a Mgmt For *
Member of Board of Directors
F.2 Re-elect Mr. Hane Larsson as a Member Mgmt For *
of Board of Directors
F.3 Re-elect Mr. Wilhelm Lauren as a Mgmt For *
Member of Board of Director
F.4 Re-elect Mr. Herald Mix as a Member Mgmt For *
of Board of Director
F.5 Re-elect Mr. Thomas Nllsson as a Mgmt For *
Member of Board of Director
F.6 Re-elect Mr. Bodil Eriksson as a Mgmt For *
Member of Board of Director
F.7 Elect Mr. Stefan Dahibo as a Member Mgmt For *
of Board of Director
F.8 Elect Mr. Ingrid Osmundsen as a Mgmt For *
Member of Board of Director
G. PLEASE NOTE THIS IS SHAREHOLDERS Shr For *
PROPOSAL: Approve that there shall be
a Nomination Committee Committee for
the preparation and submission of
proposals to the shareholders in the
Company with regard to election of
Board Members and when applicable,
Auditors as well as with regard to
fees to the Board Members and
Auditors; the Committee shall consist
of four members representing the four
largest shareholders as of the end of
the third quarter; at the end of the
third quarter, the Chairman of the
Board of Directors shall summon the
four largest shareholders in the
Company, who shall each be entitled
to appoint one Member of the
Committee; such members should not be
Members of the Board of Directors of
the Company; the Committee shall be
entitled to appoint the Chairman of
the Board as Member of the Committee;
should any of the four largest
shareholders renounce its right to
appoint a Member of the Committee,
the next shareholder by size shall be
given the opportunity to appoint a
Member of the Committee; should
several shareholders renounce their
rights to appoint Members of the
Committee, it should not be necessary
to ask more than the 8 largest
shareholders unless required in order
for the Committee to consist of not
less than three members; the
Committee should be chaired by a
shareholder representative, but the
Chairman of the Board of Directors
may also be appointed as the Chairman
of the Committee; according to the
Swedish Minority Shareholders
Association the Association proposal,
the Committee should consist of three
to five members who should be
independent of the Company, appointed
by the general meeting and represent
the owners of the Company, one
representative of the minority
shareholders is proposed to be
H. Approve that the work of the Board of Mgmt For *
Directors in the field of auditing
and control shall continue to be
carried out in accordance with the
principles and in the form accounted
for at the AGM of 2003 and which are
also documented in the rules of
procedure for the Board of Directors;
the Association has proposed that the
general meeting commission the Board
of Directors to establish an Audit
Committee; according to this
proposal, the Audit Committee shall
be a preparatory sub-committee of the
Board of Directors and Board Members
employed by the Company should not be
appointed Members of the Committee
- -------------------------------------------------------------------------------------------------------
PROFFICE AB Agenda: 700462118
CUSIP: W6790Z116 Meeting Type: AGM
Ticker: Meeting Date: 3/29/2004 ISIN: SE0000470700
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
IMPORTANT MARKET PROCESSING Non-
REQUIREMENT: A BENEFICIAL OWNER Voting
SIGNED POWER OF ATTORNEY (POA) IS
REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTIONS IN
THIS MARKET. ABSENCE OF A POA, MAY
CAUSE YOUR INSTRUCTIONS TO BE
REJECTED. SHOULD YOU HAVE ANY
QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE AT ADP.
1. Approve the opening of the general Mgmt no action
meeting and elect the Chairman at the
general meeting
10. Approve the information pursuant to Mgmt no action
Chapter 8, Section 7 of the Swedish
Companies Act 1975:1385 concerning
duties in other Companies of the
Members of the Board of Directors and
of the Deputy Members
11.1 Re-elect Mr. Christer Hagglund as a Mgmt no action
Director
11.2 Re-elect Mr. Alf Johansson as a Mgmt no action
Director
11.3 Re-elect Mr. Roland Nilsson as a Mgmt no action
Director
11.4 Re-elect Mr. Christer Sandahl as a Mgmt no action
Director
11.5 Re-elect Mr. Gunilla Wikman as a Mgmt no action
Director
11.6 Elect Mr. Karin Eliasson as a Mgmt no action
11.7 Elect Mr. Kenny Palmberg as a Mgmt no action
12. PLEASE NOTE THAT THIS RESOLUTION IS A Shr no action
SHAREHOLDER PROPOSAL: Approve the
nomination process for the election
of Board of Directors as prescribed
13. Approve the closing of the general Mgmt no action
meeting
2. Approve and prepare the voting list Mgmt no action
3. Elect at least one person to verify Mgmt no action
the minutes
4. Determine whether the general meeting Mgmt no action
has been properly convened
5. Approve the agenda Mgmt no action
6. Receive the annual report, the Mgmt no action
Auditors report and the consolidated
annual report and the Auditors
report on the consolidated annual
7.a. Approve to adopt the profit and loss Mgmt no action
account and the balance sheet, the
consolidated profit and loss account
and the consolidated balance sheet
7.b. Approve the dispositions of the Mgmt no action
Company s profit according to the
adopted balance sheet and that no
dividend be paid to the shareholders
for the FY 2003
7.c. Grant discharge to the Directors and Mgmt no action
the Managing Director from their
liability
8. Approve that the Board of Directors Mgmt no action
shall consist of 7 Directors and that
no Deputies be elected
9. Approve the compensation to the Board Mgmt no action
of Directors at SEK 700,000 to be
distributed between the Directors
following the Board of Directors
approval
- -------------------------------------------------------------------------------------------------------
Q-MED AB Agenda: 700487843
CUSIP: W71001106 Meeting Type: AGM
Ticker: Meeting Date: 5/6/2004 ISIN: SE0000426462
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
IMPORTANT MARKET PROCESSING Non-
REQUIREMENT: A BENEFICIAL OWNER Voting
SIGNED POWER OF ATTORNEY (POA) IS
REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTIONS IN
THIS MARKET. ABSENCE OF A POA, MAY
CAUSE YOUR INSTRUCTIONS TO BE
REJECTED. SHOULD YOU HAVE ANY
QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE AT ADP. THANK
A. Adopt the income statement and the Mgmt For *
balance sheet, as well as the
consolidated income statement and the
consolidated balance sheet
B. Approve the treatment of the Company s Mgmt For *
un-ppropriated earnings in
accordance with the adopted balance
C. Grant discharge to the Members of the Mgmt For *
Board and the President from their
liability
D. Approve the address given by Mr. Mgmt For *
Tomas Billing, Chairman of the
nominations committee, on the work of
the nominations committee and an
explanatory statement regarding the
nominations and the proposed fees
E. Approve to elect 7 Members of the Mgmt For *
Board and no deputy Members
F. Approve the fees of SEK 840,000 to Mgmt For *
the Board and approve the fee of the
Auditor
G.1 Re-elect Mr. Hakan Edstrom as a Mgmt For *
Director
G.2 Re-elect Mr. Goran Carstedt as a Mgmt For *
Director
G.3 Re-elect Mr. Anders Milton as a Mgmt For *
Director
G.4 Re-elect Mr. Pia Rudengren as a Mgmt For *
Director
G.5 Re-elect Mr. Asa Roden as a Director Mgmt For *
G.6 Elect Mr. Mikael Kamras as a Chairman Mgmt For *
of the Board
G.7 Elect Mr. Bengt Agerup as a Director Mgmt For *
H.1 Re-elect Mr. Tomas Billing as the Mgmt For *
Chairman of the Nomination Committee
and a fee of SEK 60,000 be paid to
the Chairman
H.2 Elect Mr. Bjorn Odlander as a Member Mgmt For *
of the Nomination Committee
H.3 Re-elect Mr. Bengt Agerup as a Member Mgmt For *
of the Nomination Committee
I. Approve the address given by the Mr. Mgmt For *
Goran Carstedt on the work of the
Remuneration Committee
J. PLEASE NOTE THAT THIS IS A Shr Against *
SHAREHOLDER PROPOSAL: Approve to set
up a Nomination Committee consisting
of three to five people independent
of the Company to represent the
shareholders, including one person
who should be a representative of the
smaller shareholders
K. PLEASE NOTE THAT THIS IS A Shr Against *
SHAREHOLDER PROPOSAL: Approve to set
up a Audit Committee and the account
of the work and function of the
Remuneration Committee
- -------------------------------------------------------------------------------------------------------
SECO TOOLS AB Agenda: 700480495
CUSIP: W7903Y111 Meeting Type: AGM
Ticker: Meeting Date: 5/5/2004 ISIN: SE0000118838
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
IMPORTANT MARKET PROCESSING Non-
REQUIREMENT: A BENEFICIAL OWNER Voting
SIGNED POWER OF ATTORNEY (POA) IS
REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTIONS IN
THIS MARKET. ABSENCE OF A POA, MAY
CAUSE YOUR INSTRUCTIONS TO BE
REJECTED. SHOULD YOU HAVE ANY
QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE AT ADP. THANK
A. Approve the adoption of the income Mgmt For *
statement and the balance sheet and
the consolidated income statement and
the consolidated balance sheet
B. Grant discharge to the Members of the Mgmt For *
Board of Directors and of the
President from liability for the FY
C. Approve the dividend of SEK 14.00 per Mgmt For *
share for fiscal 2003 and the record
date as 10 MAY 2004 for receipt of
the dividend
D. Approve the number of Board Members Mgmt For *
as 8 and no deputies
E. Approve the number of Auditors as 2 Mgmt For *
and no deputies
F. Approve the remuneration of Board as Mgmt For *
SEK 1,200,000 of which SEK 300,000
will be paid to the Chairman of the
Board and the remainder distributed
between the Board Members in
accordance with the Board s own
assessment and that remuneration to
the Auditors be paid in accordance
with current invoicing
G.1 Re-elect Mr. Gunnar Bjorklund as a Mgmt For *
Board Member
G.2 Re-elect Mr. Magnus Brandeskar as a Mgmt For *
Board Member
G.3 Re-elect Mr. Stefan Emeholm as a Mgmt For *
Board Member
G.4 Re-elect Mr. Jan-Erik Forsgren as a Mgmt For *
Board Member
G.5 Re-elect Mr. Hans Harvlg as a Board Mgmt For *
Member
G.6 Re-elect Mr. Anders Listam as a Board Mgmt For *
Member
G.7 Re-elect Mr. Lars Renstrom as a Board Mgmt For *
Member
G.8 Elect Ms. Carina Malmgren Heander as Mgmt For *
a Board Member
H. Elect Ohrlings PricewaterhouseCoopers Mgmt For *
and KPMG Bohlin, Public Accounting
Firms as the Auditors
I. Approve that the Board Chairman and a Mgmt For *
representative of each of the four
largest shareholders, who must not be
Members of the Board of the Company,
shall jointly constitute the
Nominating Committee for the period
up to the end of the next AGM
J. PLEASE NOTE THAT THIS RESOLUTION IS A Shr For *
SHAREHOLDER PROPOSAL: Approve to
elect the Nominating Committee
consisting of three to five persons
who are independent Seco Tools AB and
who will represent the Company s
owners at the AGM and that small
shareholders be included in the
- -------------------------------------------------------------------------------------------------------
TELECA AB Agenda: 700494228
CUSIP: W7966S100 Meeting Type: AGM
Ticker: Meeting Date: 5/6/2004 ISIN: SE0000366254
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
IMPORTANT MARKET PROCESSING Non-
REQUIREMENT: A BENEFICIAL OWNER Voting
SIGNED POWER OF ATTORNEY (POA) IS
REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTIONS IN
THIS MARKET. ABSENCE OF A POA, MAY
CAUSE YOUR INSTRUCTIONS TO BE
REJECTED. SHOULD YOU HAVE ANY
QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE AT ADP. THANK
A. Approve that no dividend shall be Mgmt For *
paid for the FY 2003
B. Grant discharge of the members of the Mgmt For *
Board of Directors and of the
Managing Director from liability
C. Approve to determine SEK 600,000 of Mgmt For *
fees to the Board of Directors
D. Approve to determine the number of Mgmt For *
Board Members and Deputies
E.1 Re-elect Mr. Borje Bengtsson as a Mgmt For *
Board of Director
E.2 Re-elect Mr. Konstantin Caliacmanis Mgmt For *
as a Board of Director
E.3 Re-elect Mr. Goran Larsson as a Board Mgmt For *
of Director
E.4 Re-elect Mr. Gunder Lillus as a Board Mgmt For *
of Director
E.5 Re-elect Mr. Dan Olofsson as a Board Mgmt For *
of Director
E.6 Re-elect Mr. Johan Vunderink as a Mgmt For *
Board of Director
E.7 Elect Mr. Juha Christensen as a Board Mgmt For *
of Director
F. Authorize the Board to decide on new Mgmt For *
issues of shares up to a total amount
of 3,000,000 Series B shares, in this
respect, the Board shall be entitled
to decide to waive the preferential
rights of shareholders as well as to
resolve on provisions pursuant to
Chapter 4 & 6 of the Swedish
Companies Act in kind, set-off, or
other terms, the issue price for the
new shares shall be determined on the
basis of the market price for the
shares at the time of the issue, the
purpose of the authorization is
primarily to facilitate financing of
acquisitions and secondary to
facilitate a strengthening of the
Company s financial position, if the
authorization is fully utilized, it
results in a dilution of about 4.7%
of the capital and 4.3% of the voting
G. PLEASE NOTE THAT THIS RESOLUTION IS A Shr For *
SHAREHOLDER PROPOSAL: Appoint a
Nomination Committee
H. PLEASE NOTE THAT THIS RESOLUTION IS A Shr For *
SHAREHOLDER PROPOSAL: Approve the
commission to the Board of Directors
to appoint a Remuneration Committee
and an Audit Committee
- -------------------------------------------------------------------------------------------------------
FOURLIS HOLDING SA Agenda: 700534870
CUSIP: X29966177 Meeting Type: AGM
Ticker: Meeting Date: 6/30/2004 ISIN: GRS096003009
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive the Board of Directors and Mgmt For *
the Chartered Auditors reports for
the financial statements of FY 2003
2. Receive the Board of Directors and Mgmt For *
the Chartered Auditors reports of the
consolidated financial statements
for the FY 2003
3. Approve the financial statements for Mgmt For *
the FY 2003 with the Board of
Directors and the Chartered Auditor s
reports
4. Approve the consolidated financial Mgmt For *
reports for the FY 2003 with the
Board of Directors and the Chartered
Auditors reports
5. Grant discharge to the Board of Mgmt For *
Director Members and the Chartered
Auditor from any liability for
indemnity of the Company s Management
and financial statements and also of
the Company s financial statements
for the FY 2003
6. Elect the Chartered Auditors, regular Mgmt For *
and substitute, for the financial
statements of FY 2004 and the
consolidated financial statements and
approve their remuneration
7. Approve the contracts, regarding the Mgmt For *
purchase of the subsidiary Company s
Fourlis Trade S.A. shares according
to the Article 23a of Code Law
8. Miscellaneous announcements Other For *
- -------------------------------------------------------------------------------------------------------
HYATT REGENCY SA Agenda: 700536494
CUSIP: X3407C100 Meeting Type: OGM
Ticker: Meeting Date: 6/25/2004 ISIN: GRS338163009
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve the annual financial Mgmt For *
statements for the FY 2003
accompanied by the Board of Directors
and the Auditors relevant reports
2. Approve the annual consolidated Mgmt For *
financial statements for the FY 2003
accompanied by the Board of Directors
and the Auditors relevant reports
3. Grant discharge of the Board of Mgmt For *
Directors Members and the Auditors
from any liability for indemnity for
the FY 2003
4. Approve the Board of Directors Mgmt For *
remuneration for the year 2003 and
pre approval of the same for the year
5. Approve the dividend payment for the Mgmt For *
year 2003
6. Elect the Certified Auditors, regular Mgmt For *
and substitute, for the FY 2004 and
fix their remuneration
7. Approve the decision made by the Mgmt For *
Board of Directors for deflection to
the use of drawned funds
8. Authorize the Board of Directors Mgmt For *
Members for their participation in
other Companies Board of Directors or
management pursuing similar business
goals according to Article 23
paragraph 1 of Company Law 2190/1920
9. Miscellaneous announcements Other For *
- -------------------------------------------------------------------------------------------------------
ABS-CBN BROADCASTING CORP ABS-CBN Agenda: 700504170
CUSIP: Y00027105 Meeting Type: AGM
Ticker: Meeting Date: 4/29/2004 ISIN: PHY000271056
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Call to order Mgmt For *
10 Other business Other For *
11. Adjournment Mgmt For *
2. Receive proof of the service of Mgmt For *
3. Approve the certification of the Mgmt For *
presence of quorum
4. Approve the minutes of the 29 MAY Mgmt For *
2003 annual stockholders meeting
5. Receive the report of the management Mgmt For *
6. Approve the audited financial Mgmt For *
statements
7. Elect the Directors for the ensuing Mgmt For *
year
8. Authorize the Board of Directors to Mgmt Against *
amend the Bye-Laws of the Company to
incorporate the principles of good
corporate governance as embodied in
the manual of corporate governance
adopted by the Company, and to inclde
the procedure for the nomination and
election of the Independent
9. Ratify the acts of the Board of Mgmt For *
Directors, Executive Committee and
management for the period covering 1
JAN 2003 through 31 DEC 2003, adopted
in the ordinary course of business,
including but not limited to: a) the
approval of investments; b) treasury
matters related to opening of
accounts and bank transactions; and
c) the appointment of signatories and
amendments thereof
- -------------------------------------------------------------------------------------------------------
ASSOCIATED CEMENT CO LTD ACC Agenda: 700382360
CUSIP: Y0002C112 Meeting Type: AGM
Ticker: Meeting Date: 7/9/2003 ISIN: INE012A01025
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive and adopt the audited profit Mgmt For *
and loss account for the FYE 31 MAR
2003, the balance sheet as at that
date and the reports of the Directors
and the Auditors thereon
2. Declare a dividend Mgmt For *
3. Re-appoint Mr. N.A. Soonawala as a Mgmt For *
Director, who retires by rotation
4. Re-appoint Mr. A.L. Kapoor as a Mgmt For *
Director, who retires by rotation
5. Re-appoint Mr. P.K. Sinor as a Mgmt For *
Director, who retires by rotation
6. Approve, pursuant to the provisions Mgmt For *
of Sections 269, 309 and other
applicable provisions, if any, of the
Companies Act, 1956, the appointment
and the terms of remuneration of Mr.
M.L. Narula as the Managing Director
of the Company for the period between
01 DEC 2002 to 31 OCT 2005, upon the
specified terms and conditions
including the remuneration to be paid
in the event of loss or inadequacy of
profit in any FY during the aforesaid
period; and authorize the Directors
to alter the terms and conditions of
the said appointment in such a manner
as may be agreed to between the
Directors
S.7 Authorize the Board of Directors of Mgmt For *
the Company hereinafter referred to
as the Board, which expression shall
also include a Committee thereof, in
accordance with the provisions of
Sections 79A, 81 and other applicable
provisions, if any, of the Companies
Act, 1956, including any statutory
modification(s) or re-enactment
thereof and in accordance with the
provisions of the Articles of
Association of the Company and the
regulations/guidelines prescribed by
the Securities and Exchange Board of
India or any other relevant
authority, from time to time, to the
extent applicable and subject to such
other approvals, permissions and
sanctions, as may be necessary and
subject to such conditions and
modifications as may be considered
necessary by the Board, or as may be
prescribed or imposed while granting
such approvals, permissions and
sanctions, which may be agreed to or
accepted by the Board in its sole
discretion, to grant to such
employees as are in the permanent
employment of the Company in the
Management cadre, at such time the
grant is made including the Directors
of the Company, as decided solely by
the Board, an aggregate of up to INR
1,500,000 options under the Employees
Stock Option Scheme ESOS during the
FY 2003-2004, each option convertible
into one equity share of face value
of INR 10 each on payment of such
exercise price as may be decided by
the Board and therefore to issue or
allot, such number of equity share of
the Company at such price, in such
manner, during such period, in one or
more tranches and on such terms and
conditions, as the Board may decide,
not exceeding 1,500,000 equity shares
of the Company; and authorize the
Board to issue and allot such number
of equity shares as may be required
in pursuance of the above issue, and
that the equity shares so issued or
allotted shall rank parri pasu with
the existing equity shares of the
Company; and authorize the Board to
determine the form and terms of the
issue, the issue price and all other
terms and matters connected
therewith, and to do all such acts,
deeds, matters and things as may in
its absolute discretion, deem
necessary or desirable for such
purpose, and to make and accept any
modifications in the proposal,
including to withdraw, suspend or
revive the Scheme from time to time,
as may be required by the authorities
involved in such issues and to settle
any questions or difficulties
S.8 Authorize the Board of Directors of Mgmt For *
the Company hereinafter referred to
as the Board, which expression shall
also include a Committee thereof, in
accordance with the provisions of
Sections 79A, 81 and other applicable
provisions, if any, of the Companies
Act, 1956, including any statutory
modification(s) or re-enactment
thereof and in accordance with the
provisions of the Articles of
Association of the Company and the
regulations/guidelines prescribed by
the Securities and Exchange Board of
India or any other relevant
authority, from time to time, to the
extent applicable and subject to such
other approvals, permissions and
sanctions, as may be necessary and
subject to such conditions and
modifications as may be considered
necessary by the Board, or as may be
prescribed or imposed while granting
such approvals, permissions and
sanctions, which may be agreed to or
accepted by the Board in its sole
discretion, to extend the benefits of
the Employees Stock Option Scheme
ESOS as stated in Resolution S.7, to
such employees as are in the
permanent employment of the Company s
subsidiaries including Directors as
may from time to time be allowed
under the prevailing laws, rules and
regulations, and/or amendments
thereto from time to time, on such
terms and conditions as may be
decided by the Board; and authorize
the Board to issue and allot such
number of equity shares as may be
required in pursuance of the above
issue, and that the equity shares so
issued or allotted shall rank parri
pasu with the existing equity shares
of the Company; and authorize the
Board to determine the form and terms
of the issue, the issue price and all
other terms and matters connected
therewith, and to do all such acts,
deeds, matters and things as it may
in its absolute discretion, deem
necessary or desirable for such
purpose, and to make and accept any
modifications in the proposal,
including to withdraw, suspend or
revive the Scheme from time to time,
as may be required by the authorities
involved in such issues and to settle
any questions or difficulties
S.9 Appoint Messrs. AF Ferguson & Co. and Mgmt For *
Messrs. K.S. Aiyer & Co. Chartered
Accountants, as the Auditors of the
Company, until the next AGM of the
Company, on such remuneration as
agreed upon between the Board of
Directors and the Auditors, in
addition to reimbursement of service
tax and all out of pocket expenses in
connection with the audit of the
accounts of the Company for the YE 31
MAR 2004
- -------------------------------------------------------------------------------------------------------
ASSOCIATED CEMENT CO LTD ACC Agenda: 700453359
CUSIP: Y0002C112 Meeting Type: EGM
Ticker: Meeting Date: 3/1/2004 ISIN: INE012A01025
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
S.1 Authorize the Board of Directors Mgmt no action
Board, in accordance with the
provisions of Section 81 and other
applicable provisions, if any, of the
Companies Act, 1956, including and
amendment thereto or any re-enactment
thereof Act and in accordance with
the Memorandum of Association and
Articles of Association of the
Company and subject to such consents
and such other approvals as may be
necessary and subject to such
conditions and modifications as
considered necessary by the Board or
may be prescribed or made in granting
such consents and approvals and which
may be agreed to by the Board, to
offer issue and allot in one or more
tranches, in the course of domestic
or international offerings to
domestic/foreign
institutions/institutional investors,
Non-Resident Indians, Companies or
Bodies Corporate whether incorporated
in India or abroad, trusts, mutual
funds, banks, Insurance Companies,
pension funds, individual or
otherwise, whether shareholders of
the Company or not, through a public
issue and/or securities linked to
equity shares and/or foreign currency
convertible bonds and/or bonds with
share warrants attached and/or equity
securities through depository
receipts collectively referred to as
Securities secured or unsecured
through prospectus and/or offer
letter and/or circular basis not
exceeding USD 100 million or its
equivalent of incremental funds for
the Company; authorize the Board to
issue and allot such number of equity
shares as may be required to be
issued and allotted upon conversion
of any such securities in accordance
with the terms of the offer, such
shares ranking parri pasu in all
respects to the existing shares;
authorize the Board, in terms of
Section 293(1)(a) of the Act, to
secure, if necessary, all or any of
the above Securities to be issued, by
the creation of a mortgage and/or
charge on all of the Company s
immovable and/or movable assets, both
present and future in such form and
manner and on such terms as may be
deemed appropriate by them; authorize
the Board, for the purpose of giving
effect to the aforesaid, to
determine the form, terms and timing
of the issue(s) including the class
of investors to whom the securities
are to allotted, number of securities
in each tranche, issue price, face
value, premium amount on
issue/conversion of securities, rate
of interest, redemption period,
listing of one or more stock
exchanges in India or abroad as the
Board may deem fit and settle all
S.2 Authorize the Board to delist the Mgmt no action
equity shares of the Company from The
Stock Exchange, Ahmedabad at
Ahmedabad, The Bangalore Stock
Exchange, The Calcutta Stock Exchange
Association Ltd. at Kolkata, The
Cochin Stock Exchange at Cochin, The
Delhi Stock Exchange Association
Limited at New Delhi and The Madras
Stock Exchange Ltd. at Chennai
pursuant to the applicable provisions
of the Securities and Exchange Board
of India (Delisting of Securities)
Guidelines, 2003 and approval,
consent, permission and sanction of
the Securities and Exchange Board of
India, Stock Exchanges where the
shares of the Company are listed and
any other appropriate authorities,
institution or regulators necessary
and subject to such conditions and
modifications prescribed or imposed
by any authorities while granting
such approvals, permissions and
sanctions; and authorize the Board or
any Committee thereof on behalf of
the Company to do all such acts,
deeds, matters and things deemed
necessary for such purposes and with
power on behalf; approve that the
Company continue to list its shares
on the National Stock Exchange,
Mumbai NSE and the Bombay Stock
Exchange, Mumbai BSE and authorize
the Board to comply with all the
legal requirements and/or procedural
- -------------------------------------------------------------------------------------------------------
ANHUI EXPRESSWAY CO LTD Agenda: 700482160
CUSIP: Y01374100 Meeting Type: AGM
Ticker: Meeting Date: 4/27/2004 ISIN: CN0009037507
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve the working report of the Mgmt For *
Board of Directors for the year 2003
2. Approve the working report of the Mgmt For *
Supervisory committee for year 2003
3. Approve the audited Financial Report Mgmt For *
for the year 2003
4. Approve the profit appropriation Mgmt For *
proposal for the year 2003; the net
profit of 2003 consolidated financial
report amounted to RMB
283,264,544.99, RMB 38,584,784.66
shall be provided as statutory
surplus reserved fund, RMB
33,190,944.57 shall be provided as
statutory public welfare fund and
profit attributable to shareholders
amounted to RMB 737,457,233.33;
pursuant to relevant regulations of
the State, appropriation should be
based on the lower number of the
profit attributable to shareholders
calculated into accordance with Hong
Kong Accounting Standards and the
Domestic Accounting Standards
respectively, in 2003, profit
attributable to shareholders amounted
to RMB 737,457,266.66; the Board of
the Company recommends the payment of
a final dividend of RMB 0.60 with the
payout of RMB 99,516,600 for every 10
shares (taxation inclusive) to all
the shareholders on the basis
5. Approve the appointment of the Mgmt For *
Auditor for the year 2004 and to
authorize the Board of Directors in
determining their remuneration
S.6.A Approve, subject to paragraph (C) and Mgmt For *
(D) below, and in accordance with the
Rules Governing the Listing of
Securities on The Stock Exchange of
Hong Kong Limited and the Company Law
of the People s Republic of China,
the exercise by the Board of
Directors of the Company of all
powers of the Company to allot or
issue new shares, either separately
or concurrently during the Relevant
Period, and the exercise of the
powers by the Board of Directors to
determine the terms and conditions
for the allotment or issue of new
shares including the following terms
are hereby generally and
unconditionally approved: class and
amount of the new shares to be
issued; the issue price of new
shares; the starting and closing
dates for the issue; class and amount
of the new shares to be issued to
existing Shareholders; and to make or
grant offers, agreements and options,
which might require the
S.6.B Authorize the Board of Directors of Mgmt For *
the Company during the Relevant
Period to make or grant offers,
agreements and options which would or
might be exercised after the end of
the Relevant Period
S.6.C Approve that the aggregate nominal Mgmt For *
amount of overseas listed foreign
shares allotted or agreed
conditionally or unconditionally to
be allotted by the Board of Directors
of the Company, pursuant to approval
in paragraph (A), otherwise than
pursuant to issue of shares by
conversion of the statutory common
reserve into capital in accordance
with the Company Law of the People s
Republic of China and the Articles of
the Company, shall not exceed 20% of
the existing issued overseas listed
foreign shares of the Company on the
S.6.D Authorize the Board of Directors of Mgmt For *
the Company to comply with the
Company Law of the People s Republic
of China and the Rules and Governing
the Listing of Securities on The
Stock Exchange of Hong Kong Limited
and to obtain the approval of the
China Securities Regulatory Committee
and other relevant authority of the
People s of China upon exercising the
powers pursuant to paragraph (A)
S.6.E Approve that the authority conferred Mgmt For *
on the Directors of the Company shall
expire at the conclusion of the next
AGM of the Company; and that the
revocation or variation of the
authority given under this Resolution
by a special resolution of the
Shareholders in the general meeting
S.6.F Authorize the Board of Directors of Mgmt For *
the Company, subject the approval of
the relevant authority and in
accordance with the Company Law of
the People s Republic of China, to
increase the registered share capital
of the Company to the respective
amount upon the exercising of the
powers pursuant to paragraph (A)
above, but the registered share
capital shall not exceed RMB
1,990,332,000
S.6.G Authorize the Board of Directors of Mgmt For *
the Company to make appropriate and
necessary amendments to the Article
23, Article 24 and Article 27 of the
Articles of the Company to reflect
the alteration of the share capital
of the Company, subject to the
listing of and permission to deal
with the H Shares in the share
capital of the Company, which are
intended to be issued by the Company,
by the Listing Committee of the
Stock Exchange of Hong Kong Limited,
and subject the approval of China
Securities Regulatory Committee to
- -------------------------------------------------------------------------------------------------------
ASCENDAS REAL ESTATE INVESTMENT TRUST Agenda: 700449300
CUSIP: Y0205X103 Meeting Type: EGM
Ticker: Meeting Date: 2/10/2004 ISIN: SG1M77906915
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
E1 Approve that, for the purposes of Mgmt For *
Clause 5.2.6 of the trust deed dated
9 October 2002 made between Ascendas-
MGM Funds Management Limited Manager
and Bermuda Trust (Singapore) Limited
Trustee for A-REIT to issue and offer
160,500,000 units in A- REIT issued
by the Manager to the holders of
units in A-REIT and to make the
Advance Distribution as a consequence
of the proposed issue; and authorize
the Manager, any Director of the
Manager and the Trustee to complete
and do all such acts and things, such
Director of the Manager or, as the
case may be, the Trustee may consider
expedient or necessary or in the
interests of A- REIT to give effect
to the proposed
E2 Approve that, subject to and Mgmt For *
contingent upon the passing of
Resolution 1, for the placement of up
to 15,416,452 new units in A-REIT
under the private placement portion
of the Equity Fund Raising to
Ascendas Land (Singapore) Pte Ltd at
the issue price, provided that no
more than such number of new units in
A-REIT as would be required to
maintain the unitholdings of Ascendas
Land (Singapore) Pte Ltd at its
pre-placement level as at the latest
practicable date may be placed to
Ascendas Land (Singapore) Pte Ltd;
and authorize the Manager, any
Director of the Manager and the
Trustee to complete and do all such
acts and things as the Manager, such
Director of the Manager or, as the
case may be, the Trustee may deem
consider expedient or necessary or in
the interests of A-REIT to give
effect to such placement
O3 Approve that, subject to and Mgmt For *
contingent upon the passing of
Resolution 1, for the placement of up
to 6,353,229 new units in A-REIT
under the private placement portion
of the equity fund raising to MGM
Singapore Pte. Ltd. at the issue
price, provided that no more than
such number of new units in A-REIT as
would be required to maintain the
unitholdings of MGM Singapore Pte.
Ltd. at its pre-placement level as at
the latest practicable date may be
placed to MGM Singapore Pte. Ltd.;
and authorize the Manager, any
Director of the Manager and the
Trustee to complete and do all such
acts and things as the Manager, such
Director of the Manager or, as the
case may be, the Trustee may consider
expedient or necessary or in the
interests of A-REIT to give effect to
O4 Approve that, subject to and Mgmt For *
contingent upon the passing of
Resolution 1, for the placement of up
to 5,866,507 new units in A-REIT
under the private placement portion
of the equity fund raising to The
Capital Group of Companies, Inc. at
the issue price, provided that no
more than such number of new units in
A-REIT as would be required to
maintain the unitholdings of The
Capital Group of Companies, Inc. at
its pre-placement level as at the
Latest practicable date may be placed
to The Capital Group of Companies,
Inc.; and authorize the Manager, any
Director of the Manager and Trustee
to complete and do all such acts and
things as the Manager, such Director
of the Manager or, as the case may
be, the Trustee may consider
expedient or necessary or in the
interests of A-REIT to give effect to
O5 Approve that, subject to and Mgmt For *
contingent upon the passing of
Resolution 1, for the placement of up
to 5,522,356 new units in A-REIT
under the private placement portion
of the equity fund raising to
Prudential Asset Management
(Singapore) Limited at the issue
price, provided that no more than
such number of new units in A-REIT as
would be required to maintain the
unitholdings of Prudential Asset
Management (Singapore) Limited at its
pre-placement level as at the latest
Practicable date may be placed to
Prudential Asset Management
(Singapore) Limited; and Authorize
the Manager, any Director of the
Manager and Trustee to complete and
do all such acts and things as the
Manager, such Director of the Manager
or, as the case may be, the Trustee
may consider expedient or necessary
or in the interests of A-REIT to give
effect to such placement
- -------------------------------------------------------------------------------------------------------
ASE TEST LIMITED Agenda: 932174600
CUSIP: Y02516105 Meeting Type: Annual
Ticker: ASTSF Meeting Date: 6/25/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 TO ADOPT THE 2003 ACCOUNTS AND Mgmt For For
02 TO APPOINT MESSRS DELOITTE & TOUCHE Mgmt For For
AS AUDITORS AND TO AUTHORIZE THE
DIRECTORS TO FIX THEIR REMUNERATION
03 AUTHORITY TO ISSUE SHARES Mgmt Against Against
04 AUTHORITY TO ISSUE SECURITIES Mgmt Against Against
05 TO APPROVE THE 2004 SHARE OPTION PLAN Mgmt For For
06 TO APPROVE THE CONTINUED ADOPTION OF Mgmt For For
THE DIVIDEND POLICY OF THE COMPANY
- -------------------------------------------------------------------------------------------------------
ASIAN PAINTS (INDIA) LTD Agenda: 700551129
CUSIP: Y03637116 Meeting Type: AGM
Ticker: Meeting Date: 6/28/2004 ISIN: INE021A01018
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive and approve the accounts for Mgmt no action
the YE 31 MAR 2004 together with the
reports of the Board of Directors and
the Auditors thereon
2. Declare a dividend on Equity Shares Mgmt no action
3. Re-appoint Shri. Mahendra M. Shah as Mgmt no action
a Director, who retires by rotation
4. Re-appoint Shri. Hasit A. Dani as a Mgmt no action
Director, who retires by rotation
5. Re-appoint Shri. Mahendra C. Choksi Mgmt no action
as a Director, who retires by
6. Re-appoint Shri. Manubhai G. Patel as Mgmt no action
a Director, who retires by rotation
7. Appoint Messer Shah & Company, Mgmt no action
Chartered Accountants, as the
Auditors of the Company to hold
office until the conclusion of next
AGM and authorize the Board of
Directors to fix their remuneration
S.8 Approve, pursuant to Section 314(18) Mgmt no action
and other applicable provisions, if
any, of the Companies Act, 1958 and
pursuant to the Directors relatives
office or place of profit rules,
2003, or any amendment or
substitution thereof, and subject
also to the approval, where necessary
of the Central Government, the
Company accorded to Mr. Rupen A.
Choksi a relative of Company s
Director, Shri Ashwin C. Choksi to
hold and continue to hold office or
place of profit under the Company as
Executive Trainee, upon monthly
salary of INR 21,000 in the grade of
INR 21,000.00 - INR 4,500.00 - INR
45,000.00 and such other allowances,
perquisites benefits and amenities as
applicable to the Company s
Executives in the similar grade, with
effect from 08 SEP 2003 and authorize
the Board of Directors to do all such
acts, deeds and things as necessary,
expedient and desirable
S.9 Authorize the Board of Directors of Mgmt no action
the Company, pursuant to the
provisions of Section 309(4) and such
other applicable provisions, if any,
of the Companies Act, 1956 and
subject also to the Article 121(2) of
the Articles of Association of the
Company, to pay, for a period of 5
years commencing from 28 JUN 2004 to
the Directors other than the
Executive Chairman or Managing
Directors or Director in whole time
employment of the Company such
amounts that the Board determine, as
remuneration by way of commission on
the net profits of the Company,
calculated in accordance with the
provisions of the Companies Act,
1956, not exceeding 1% of such net
profits to all such Directors
- -------------------------------------------------------------------------------------------------------
ASIAN PAINTS (INDIA) LTD Agenda: 700388730
CUSIP: Y03637116 Meeting Type: AGM
Ticker: Meeting Date: 7/18/2003 ISIN: INE021A01018
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive and adopt the accounts for Mgmt For *
the YE 31 MAR 2003 together with the
reports of the Board of Directors and
the Auditors thereon
2. Declare a dividend on the equity Mgmt For *
3. Re-appoint Mr. Amar Vakil as a Mgmt For *
Director who retires by rotation
4. Re-appoint Mr. R.A. Shah as a Mgmt For *
Director who retires by rotation
5. Re-appoint Dr. D. Sivaram as a Mgmt For *
Director who retires by rotation
6. Appoint M/s. Shah & Company, Mgmt For *
Chartered Accountants, as the
Auditors of the Company, to hold
office until the conclusion of the
next AGM of the Company and authorize
the Board of Directors the fix their
S.10 Re-appoint Mr. Ashwin Chimanlal Mgmt For *
Choksi as the Executive Chairman of
the Company, for a period of 5 years
commencing from 18 DEC 2003 to 17 DEC
2008, in accordance with the
provisions of Sections 198, 269, 309,
317 and Schedule XIII and such other
applicable provisions, if any, of the
Companies Act, 1956 the Act including
any statutory modification(s) or
re-enactment thereof, for the time
being in force, on the terms and
conditions including remuneration,
perquisites, benefits and amenities
payable as are set out in the
agreement to be entered into between
the Company and Mr. Ashwin Chimanlal
Choksi, specifically sanctioned with
liberty to the Board to alter and/or
vary the terms and conditions of the
said re- appointment within the
limits, if any, as prescribed in the
Act and/or any schedules thereto; and
approve that in the event of loss or
inadequacy of profits, the Company
will pay Mr. Ashwin Chimanlal Choksi
remuneration by way of salary and
perquisites not exceeding the ceiling
laid down in Section II of Part II of
Schedule XIII of the Companies Act,
1956, as may be decided by the Board
of Directors; and authorize the Board
to enhance, enlarge, alter or vary
the scope and quantum of
remuneration, perquisites, benefits,
amenities payable to Mr. Ashwin
Chimanlal Choksi in the light of the
further progress of the Company which
revision should be in conformity with
any amendments to the relevant
provisions of the Act and/or such
guidelines as may be announced by the
S.11 Re-appoint Mr. Ashwin Suryakant Dani Mgmt For *
as the Vice-Chairman and Managing
Director of the Company, for a period
commencing from 01 APR 2003 to 17 DEC
2003, in accordance with the
provisions of Sections 198, 269, 309
and Schedule XIII and such other
applicable provisions, if any, of the
Companies Act, 1956 the Act including
any statutory modification(s) or
re-enactment thereof, for the time
being in force, on the terms and
conditions including remuneration,
perquisites, benefits and amenities
payable as are set out in the
agreement to be entered into between
the Company and Mr. Ashwin Suryakant
Dani, specifically sanctioned with
liberty to the Board to alter and/or
vary the terms and conditions of the
said re- appointment within the
limits, if any, as prescribed in the
Act and/or any schedules thereto; and
approve that in the event of loss or
inadequacy of profits, the Company
will pay Mr. Ashwin Suryakant Dani
remuneration by way of salary and
perquisites not exceeding the ceiling
laid down in Section II of Part II of
Schedule XIII of the Companies Act,
1956, as may be decided by the Board
of Directors; and authorize the Board
of Directors to do all such acts,
deeds and things, as may be
necessary, expedient or desirable for
the purpose of giving effect to this
S.12 Re-appoint Mr. Ashwin Suryakant Dani Mgmt For *
as the Vice-Chairman and Managing
Director of the Company, for a period
of 5 years commencing from 18 DEC
2003 to 17 DEC 2008, in accordance
with the provisions of Sections 198,
269, 309, 317 and Schedule XIII and
such other applicable provisions, if
any, of the Companies Act, 1956 the
Act including any statutory
modification(s) or re-enactment
thereof, for the time being in force,
on the terms and conditions including
remuneration, perquisites, benefits
and amenities payable as are set out
in the agreement to be entered into
between the Company and Mr. Ashwin
Suryakant Dani, specifically
sanctioned with liberty to the Board
to alter and/or vary the terms and
conditions of the said re-
appointment within the limits, if
any, as prescribed in the Act and/or
any schedules thereto; and approve
that in the event of loss or
inadequacy of profits, the Company
will pay Mr. Ashwin Suryakant Dani
remuneration by way of salary and
perquisites not exceeding the ceiling
laid down in Section II of Part II of
Schedule XIII of the Companies Act,
1956, as may be decided by the Board
of Directors; and authorize the Board
to enhance, enlarge, alter or vary
the scope and quantum of
remuneration, perquisites, benefits,
amenities payable to Mr. Ashwin
Suryakant Dani in the light of the
further progress of the Company which
revision should be in conformity with
any amendments to the relevant
provisions of the Act and/or such
guidelines as may be announced by the
S.13 Re-appoint Mr. Abhay Arvind Vakil as Mgmt For *
the Managing Director of the Company,
for a period commencing from 01 APR
2003 to 17 DEC 2003, in accordance
with the provisions of Sections 198,
269, 309 and Schedule XIII and such
other applicable provisions, if any,
of the Companies Act, 1956 the Act
including any statutory
modification(s) or re-enactment
thereof, for the time being in force,
on the terms and conditions including
remuneration, perquisites, benefits
and amenities payable as are set out
in the agreement to be entered into
between the Company and Mr. Ashwin
Suryakant Dani, specifically
sanctioned with liberty to the Board
to alter and/or vary the terms and
conditions of the said re-
appointment within the limits, if
any, as prescribed in the Act and/or
any schedules thereto; and approve
that in the event of loss or
inadequacy of profits, the Company
will pay Mr. Abhay Arvind Vakil
remuneration by way of salary and
perquisites not exceeding the ceiling
laid down in Section II of Part II of
Schedule XIII of the Companies Act,
1956, as may be decided by the Board
of Directors; and authorize the Board
of Directors to do all such acts,
deeds and things, as may be
necessary, expedient or desirable for
the purpose of giving effect to this
S.14 Re-appoint Mr. Abhay Arvind Vakil as Mgmt For *
the Managing Director of the Company,
for a period of 5 years commencing
from 18 DEC 2003 to 17 DEC 2008, in
accordance with the provisions of
Sections 198, 269, 309, 317 and
Schedule XIII and such other
applicable provisions, if any, of the
Companies Act, 1956 the Act including
any statutory modification(s) or
re-enactment thereof, for the time
being in force, on the terms and
conditions including remuneration,
perquisites, benefits and amenities
payable as are set out in the
agreement to be entered into between
the Company and Mr. Abhay Arvind
Vakil, specifically sanctioned with
liberty to the Board to alter and/or
vary the terms and conditions of the
said re-appointment within the
limits, if any, as prescribed in the
Act and/or any schedules thereto; and
approve that in the event of loss or
inadequacy of profits, the Company
will pay Mr. Abhay Arvind Vakil
remuneration by way of salary and
perquisites not exceeding the ceiling
laid down in Section II of Part II of
Schedule XIII of the Companies Act,
1956, as may be decided by the Board
of Directors; and authorize the Board
to enhance, enlarge, alter or vary
the scope and quantum of
remuneration, perquisites, benefits,
amenities payable to Mr. Abhay Arvind
Vakil in the light of the further
progress of the Company which
revision should be in conformity with
any amendments to the relevant
provisions of the Act and/or such
guidelines as may be announced by the
Central Government
S.15 Approve, pursuant to the provisions Mgmt For *
of Section 163 and other applicable
provisions, if any, of the Companies
Act, 1956 the Act including any
statutory modifications or any
amendment or any substitution or re-
enactment thereof for the time being
in force and in supersession of the
special resolution passed in the
Fifty-third AGM of the Company held
on 15 JUL 1999, to maintain the
records of the Company, viz., (i)
Registers and Indexes of the Members
of the Company and (ii) Copies of
returns prepared under Section 159 of
the Act together with copies of
certificates and documents required
to be annexed thereto under Section
161 of the Act, pertaining to the
last FY, shall be kept at Sharepro
Services, Mumbai, and the such
records pertaining to the earlier
periods as required to be maintained
under the Companies Preservation and
Disposal of Records Rules 1966 be
kept at the Company s godown; and
approve that the records relating to
the Register and Index of
Debentureholders be continued to be
kept at the Registered Office of the
Company; and authorize the Board of
Directors to do all such acts, deeds,
matters and things as may be
necessary, proper, expedient to give
S.7 Approve, subject to such consents and Mgmt For *
approvals as may be required and
subject to the compliance of the
relevant guidelines issued by the
Securities and Exchange Board of
India, that a sum of INR 320,929,760
being a part of the amount standing
to the credit of the general reserve
account as on 31 MAR 2003 be
capitalized and the same be applied
for allotment of bonus shares to the
persons whose names appear on the
Register of the Members of the
Company on such date as may be fixed
by the Board of Directors in that
behalf Record Date towards the
payment in full of 32,092,976 new
equity shares of INR 10 each and that
the new equity shares credited as
fully paid-up be allotted as bonus
shares to such persons respectively
in the proportion of 1 equity share
for every 2 equity shares held by
them on the Record Date on the
following terms and conditions: (a)
that the new equity shares so
allotted shall be treated for all
purposes as an increase in the
nominal amount of the paid up capital
of the Company held by each and not
as income; (b) that the new equity
shares so allotted shall be subject
to the Memorandum and Articles of the
Company and shall rank parri pasu in
all respects with and carry the same
rights as the existing equity shares
including any dividend that may be
declared in respect of the FYE 31 MAR
2003; (c) that the issue and
allotment of the new equity shares in
favor of the non-resident members of
the Company in accordance with this
Resolution be subject to the
guidelines issued by the Reserve Bank
of India from time to time; (d) that
in the making of allotment of the new
equity shares as aforesaid, the Board
of Directors shall not issue
fractional shares if the same shall
arise out of such allotment but the
new equity shares represented by the
total number of such fractional
shares shall be allotted to such
person or persons as may be appointed
in this behalf by the Board of
Directors, upon trust to sell the
same as soon as practicable and after
the payment of all expenses of sale
and distribute the net proceeds
thereof to the equity shareholders in
proportion to their fractional
entitlements thereto; (e) the
shareholders to whom the aforesaid
new equity shares are allotted as
bonus shares by virtue of this
resolution and/or who are paid in
cash in accordance with point (d)
above, shall accept the same in full
and final satisfaction of their
respective rights and interests in
the said capitalized sum of about INR
320,929,760; and (f) no allotment
letters shall be issued but the share
certificates in respect of shares
held in physical form shall be issued
within three months from the date of
allotment thereof and in the case of
shares held in dematerialization
form, the intimation of allotment of
bonus shares shall be sent within
three months from the date of
allotment thereof; and authorize the
Board of Directors to: (i) accept on
behalf of the Company, modification,
if any to the relating to the issue
of new equity shares including the
extent of capitalization, the amounts
to be capitalized from the general
reserve account and the proportion as
regards the issue of bonus shares
which may be proposed by the
concerned authorities, if any, and/or
by the Reserve Bank of India and
which the Board may in their absolute
discretion deem fit and proper; and
(ii) to modify the terms and
conditions, quantum and amount to be
capitalized, and number of new equity
shares credited as fully paid shares
to be allotted, relating to the
aforesaid issue of bonus shares, if
the circumstances so arise as would
necessitate these and to settle all
questions or difficulties that may
arise with regard to the allotment
and issue of the said new equity
shares and distribution of the
proceeds of the sale of the said
S.8 Approve, pursuant to Section 314(1B) Mgmt For *
and other applicable provisions, if
any, of the Companies Act, 1956 and
Rules made thereunder, or any
amendment or substitution thereof,
that Ms. Amrita Amar Vakil, holds and
continues to hold office or a place
of profit under the Company as an
Executive Trainee-HR, upon a monthly
salary of INR 20,000 in the grade of
INR 20,000.00-INR 4,500.00-INR
45,000.00 and other allowances,
perquisites, benefits and amenities
as applicable to the Company s
Executive Trainees, with effect from
06 JAN 2003; and authorize the Board
of Directors to do all such acts,
deeds and things as may be necessary,
expedient and desirable for the
purpose of giving effect to this
Resolution
S.9 Approve, pursuant to the provisions Mgmt For *
of Sections 198, 269, 309 and
Schedule XIII and such other
applicable provisions, if any, of the
Companies Act, 1956, the Act
including any statutory modifications
or any amendment or any substitution
or re-enactment thereof for the time
being in force, to revise the
remuneration, perquisites, benefits
and amenities payable to Mr. Ashwin
Chimanlal Choksi, the Executive
Chairman of the Company, for the
period between 01 APR 2003 and 17 DEC
2003, as set out in the agreement
proposed to be entered into between
the Company and Mr. Ashwin Chimanlal
Choksi sanctioned with the liberty to
the Board of Directors to alter
and/or vary the terms and conditions
of the said revision within limits,
if any, prescribed in the Act and/or
any schedules thereto; and approve
that in the event of loss or
inadequacy of profits, the Company
will pay Mr. Ashwin Chimanlal Choksi
remuneration by way of salary and
perquisites not exceeding the ceiling
laid down in Section II of Part II of
Schedule XIII of the Companies Act,
1956, as may be decided by the Board
of Directors; and authorize the Board
of Directors to do all such acts,
deeds and things, as may be
necessary, expedient or desirable for
the purpose of giving effect to this
- -------------------------------------------------------------------------------------------------------
ASIAN PAINTS (INDIA) LTD Agenda: 700388829
CUSIP: Y03637116 Meeting Type: CRT
Ticker: Meeting Date: 7/18/2003 ISIN: INE021A01018
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve the Scheme of Arrangement for Mgmt For *
amalgamation of Pentasia Investments
Limited, the transferor Company with
Asian Paints (India) Limited, the
transferee Company; approve to
reduce, pursuant to Section 100 and
other applicable provisions if any,
of the Companies Act, 1956 and
subject to the confirmation of the
High Court of Bombay, and consequent
to the approval of the Scheme of
Arrangement, the issued, subscribed
and paid-up share capital of the
transferee Company from Rs
64,18,59,520.00 divided into
6,41,85,952 equity shares of Rs 10.00
each to 63,94,65,190.00 divided into
6,39,46,519 equity shares of Rs 10.00
each and that such reduction be
effected by canceling 2,39,433 equity
shares of Rs 10.00 each aggregating
to Rs 23,94,330.00 held by the
nominees of Pentasia Chemicals
Limited pursuant to the order passed
by the Board of Industrial and
Financial Reconstruction dated 14 SEP
1995; authorize the Board of
Directors of the transferee Company
to do all such acts, deeds, matters
and things as are considered
requisite or necessary to effectively
implement this resolution and to
accept such modifications and/or
conditions, if any, which may be
required and/or imposed by the High
Court of Judicature at Bombay or by
any other authority while sanctioning
the said Scheme which may be
considered desirable by the Board of
- -------------------------------------------------------------------------------------------------------
PUSAN BANK Agenda: 700465304
CUSIP: Y0695K108 Meeting Type: AGM
Ticker: Meeting Date: 3/26/2004 ISIN: KR7005280003
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve the financial statement, KRW Mgmt For *
270 per 1 com share
2. Amend the Articles of Incorporation Mgmt For *
3. Elect the Directors Mgmt For *
4. Elect the Auditor s Committee Mgmt For *
5. Approve to set the Stock Option Mgmt For *
- -------------------------------------------------------------------------------------------------------
PT BANK RAKYAT INDONESIA (PERSERO) TBK Agenda: 700519498
CUSIP: Y0697U104 Meeting Type: AGM
Ticker: Meeting Date: 5/31/2004 ISIN: ID1000096001
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve the annual report for the Mgmt For *
year 2003
2. Approve the annual account report for Mgmt For *
the year 2003
3. Approve the 2003 profit allocation Mgmt For *
4. Appoint the public accountant for the Mgmt For *
book year 2004
5. Approve to determine the salary and Mgmt For *
remuneration for the Commissioners
and the Directors
6. Approve the duty and the Mgmt For *
responsibility for the Directors
7. Appoint the Independent Commissioners Mgmt For *
8. Approve the report of ESOP program Mgmt For *
9. Approve to write-off uncollected debt Mgmt Abstain *
- -------------------------------------------------------------------------------------------------------
BHARAT HEAVY ELECTRICALS LTD Agenda: 700413406
CUSIP: Y0882L117 Meeting Type: AGM
Ticker: Meeting Date: 9/30/2003 ISIN: INE257A01018
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive, approve and adopt the Mgmt For *
audited balance sheet of the Company
as at 31 MAR 2003 and the profit and
loss account for the FYE on that date
together with the reports of the
Directors and the Auditors thereon
2. Declare a dividend Mgmt For *
3. Re-appoint Mr. A.C. Wadhawan as a Mgmt For *
Director, who retires by rotation
4. Re-appoint Dr. Anand Patkar as a Mgmt For *
Director, who retires by rotation
5. Re-appoint Mr. G.P. Gupta as a Mgmt For *
Director, who retires by rotation
6. Approve to fix the remuneration of Mgmt For *
the Auditors
7. Appoint Mr. Ishan Shankar as a Mgmt For *
Director of the Company
8. Appoint Mr. A. Didar Singh as a Mgmt For *
Director of the Company
- -------------------------------------------------------------------------------------------------------
BINGGRAE CO LTD Agenda: 700459197
CUSIP: Y0887G105 Meeting Type: AGM
Ticker: Meeting Date: 3/12/2004 ISIN: KR7005180005
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve the financial statements Mgmt For *
2. Elect the Directors Mgmt For *
3. Determine the remuneration limit for Mgmt Abstain *
the Directors
4. Determine the remuneration limit for Mgmt For *
the Auditors
- -------------------------------------------------------------------------------------------------------
RELIANCE ENERGY LTD Agenda: 700521479
CUSIP: Y09789127 Meeting Type: AGM
Ticker: Meeting Date: 6/9/2004 ISIN: INE036A01016
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive, consider and adopt the Mgmt For *
balance sheet as at 31 MAR 2004 and
the audited profit and loss account
for the YE on that date and the
report of the Directors and the
Auditors thereon
10. Appoint Shri K.H. Mankad as the Mgmt For *
whole-time Director, in accordance
with the provisions of the Sections
198,269,309, read with the Schedule
XII to and all other applicable
provisions, if any, of the Companies
Act, 1956 including any statutory
modification or reenactment thereof
for the time being in force, for a
period from 22 DEC 2003 to 01 OCT
2007 on the terms and conditions
including remuneration entered into
between the Company and him which
draft agreement is hereby
specifically sanctioned with the
liberty to the Board of Directors
Board, which term shall be deemed to
include any Committee of the Board
constituted to exercise its powers,
including the powers conferred by
this Resolution to alter and vary the
terms and conditions of the said
appointment and/or remuneration and
/or agreement so as not to exceed
the limits specified in the Schedule
XIII to the Companies Act, 1956,
including any statutory modification
or re-enactment thereof, for the time
being in force or any amendments and
/or modifications that hereafter be
made thereto by the Central
Government in that behalf from time
to time, or any amendments thereto as
agreed between the Board and him; and
authorize the Board to take all such
steps necessary, proper or
11. Approve to increase the authorized Mgmt For *
share capital, in supersection of the
Resolution passed by the Members at
the EGM held on 22 MAR 2004 and
pursuant to the provisions of the
Sections 16, 94 and all other
applicable provisions, if any, of the
Companies Act, 1956 including any
statutory modification or re-
enactment thereof for the time being
in force, of INR 350,000,00.000
divided into 25,00,00,000 equity
share of INR 10 each 5,00,00,000
redeemable cumulative Preference
Share of INR 10 each 80,00,000 equity
share of INR 10 each, with the
differential rights differential
rights as to dividend, voting or
other wise and 4,20,00,000
unclassified share of INR 10 each
hereby increased to INR 18,50,00,000
comprising 25,00,00,000 equity shares
of INR 10 each 80,00,000 equity
shares of INR 10 each with
differential rights differential
rights as to dividend, voting or
other wise and 4,20,00,000
unclassified share of INR 10 each;
with the power to the Board to
decided on the extent of variation in
such rights and to classify and re-
classify from time to time such
shares into any class of shares; by
amending the existing Clause V of the
12. Amend the Articles of Association by Mgmt For *
substituting the existing Article 3
with the new Article 3, pursuant to
the provisions of the Section 31 and
other applicable provisions, if any,
of the Companies Act 1956
13. Amend the Articles of Association by Mgmt For *
substituting the existing Article 7
with the new Article 7, pursuant to
the provisions of the Section 31 and
other applicable provisions, if any,
of the Companies Act 1956
15. Approve the variation in the terms of Mgmt For *
remuneration of Shri Anil D. Ambani
as the Chairman and the Managing
Director and Shri Satish Seth as the
Executive Vice Chairman for the
remaining period of their respective
tenure of office, effective 01 APR
2004, in partial modification of the
Resolution 7 and 8 passed by the
Members at the 74th AGM held on 09
JUN 2003 approving the appointment
and terms of remuneration of Shri
Anil D. Ambani as the Chairman and
the Managing Director and Shri Satish
Seth as the Executive Vice Chairman
and in accordance with the provisions
of the Sections 198, 269, 309, 310
and Schedule XIII and other
applicable provisions, if any, of the
Companies Act, 1956; approve that,
all other terms and conditions of
appointment of Shri Anil D. Ambani
and Shri Satish Seth, as the Members,
2. Approve the confirmation of the Mgmt For *
payment of quarterly interim
dividends and declare the final
dividend of equity shares
3. Appoint a Director in place of Shri Mgmt For *
S.C. Gupta, who retires by rotation
4. Appoint a Director in place of Shri Mgmt For *
J.P. Chalasani, who retires by
5. Appoint a Director in place of Shri Mgmt For *
K.H. Mankad, who retires by rotation
6. Appoint M/s. Haribhakti & Company, Mgmt For *
Chartered Accountants, M/s. Price
Waterhouse, Chartered Accountants and
M/s. Chaturvedi & Shah, Chartered
Accountants, as the Joint Auditors of
the Company to hold office from the
conclusion of this AGM up to the
conclusion of next AGM of the Company
upon such remuneration, in addition
to the reimbursement of traveling and
other out-of-pocket expenses
incurred incidental to their
functions, as agreed to between the
Board of Directors of the Company and
the respective Auditors and that the
Board of Directors of the Company is
authorized to fix their remuneration
7. Appoint Shri V.R. Galkar as the Mgmt For *
Director of the Company in the casual
vacancy caused by the resignation of
Shri Y.P. Gupta, pursuant to the
Section 262 of the Companies Act,
1956 and the Article 106 of the
Articles of Association of the
Company, who holds office up to this
AGM and in respect of whom the
Company has receive a notice in
writing under the Section 257 of the
Companies Act, 1956, from a Member
signifying this intention to Shri
V.R. Galkar as a candidate for the
8. Appoint Shri Gautam Doshi as the Mgmt For *
Director of the Company in the casual
vacancy caused by the resignation of
Shri P.N. Bhandari, pursuant to the
Section 262 of the Companies Act,
1956 and the Article 106 of the
Articles of Association of the
Company, who holds office up to this
AGM and in respect of whom the
Company has receive a notice in
writing under the Section 257 of the
Companies Act, 1956, from a Member
signifying this intention to Shri
Gautam Doshi as a candidate for the
9. Appoint Shri Cyril Shroff as the Mgmt For *
Director of the Company in the casual
vacancy caused by the resignation of
Shri S. Rajgopal, pursuant to the
Section 262 of the Companies Act,
1956 and the Article 106 of the
Articles of Association of the
Company, who holds office up to this
AGM and in respect of whom the
Company has receive a notice in
writing under the Section 257 of the
Companies Act, 1956, from a Member
signifying this intention to Shri
Cyril Shroff as a candidate for the
S.14 Authorize the Board of Directors of Mgmt For *
the Company, in accordance with the
provisions of the Sections 80, 81 and
all other applicable provisions, if
any, of the Companies Act, 1956
including any statutory modification
or re-enhancement thereof, for the
time being in force, and enabling
provisions in the Memorandum and
Articles of Association of the
Company and the listing Agreements
entered into by the Company with the
stock exchange where the share of the
Company are listed and subject to any
approval, consent, permission and/or
sanction of the Central Government,
Reserve bank of India and any other
appropriate authorities, institutions
or bodies the appropriate authorities
and subject to the conditions and
modifications as prescribed or
imposed by any of them while granting
such approvals, consents, permissions
and/or sanctions, which may be
agreed to, to exercising the powers
contended by the Board in that
behalf, the consent and approve to
Board, to create, offer, issue and
allot, from time to time in one or
more tranches, Preference Shares of
the face value of INR 10 each subject
to an aggregate face value not
exceeding INR 1500 crore at such
price or prices either at par or at
premium and on such terms as to
dividend and/or redemptions
premium, Preferences Shares as the
Board at its sole discretion may at
any time or time hereafter decide, to
the Members, Bodies Corporate,
Employees, Indian Financial
Institutions, Banks, Mutual Funds,
Non-Resident Indians, Overseas
Corporate Bodies, Foreign
Institutional Investors, Trusts,
individuals and any other person
where the Member of the Company or
not, through public issue, rights
issue, private placement, exchange of
shares, conversion of loans or
otherwise, by any one or more or a
combination of the above modes/
methods or otherwise, at such price
or prices and at such premium and
premia, as the Board or Committee
thereof may in its absolute
discretion think fit, whether in
consultation or otherwise with the
lead managers, underwriters, advisors
and such other persons, and on such
terms and conditions as to redemption
period, dividend, redemption premium,
manner of redemption and fixing of
the record date or book closure and
related or incidental matters and all
such other terms as are provided in
the offerings; authorize the Board of
Committee, on or before redemption of
the Preference Shares issued pursuant
to this resolution, to issue fresh
shares up to nominal amount of the
shares redeemed or about to be
redeemed as if those share had never
been issued to the persons and in a
manner and on term referred to
hereinabove; the Preference Shares to
be issued or re-issued as are not
subscribed may be disposed of by the
Board or Committee thereof in favor
of and to such persons and in such
manner and so such term as the Board
of Committee in its absolute
discretion may think to be in the
interest of and beneficial to the
Company including offering or placing
them with the Members, Bodies
Corporate, Employees, Indian
Financial Institutions, Banks, Mutual
Funds, Non-Resident Indians, Overseas
Corporate Bodies, Foreign
Institutional Investors, Trusts,
individuals and any other person
where the Member of the Company or
not or otherwise as the Board or
Committee thereof may in its absolute
discretion decide; authorize the
Board or Committee to do all such
acts, deeds, matters and things, as
it may in its absolute discretion
deem necessary, proper or desirable
and to settle any question,
difficulty or doubt that may arise in
regard to the offer/issue, allotment,
utilization of the proceeds and
redemption of the issue of the
Preference Share and further to
finalize and execute all documents
and writings as may be necessary or
desirable as the Board or Committee
may deem it without being required to
seek any further consent or approvals
of the Members or otherwise, to the
end and intent that the Members shall
be deemed to have given their
approval thereto expressly by the
authority and delegate all or any of
the powers herein conferred to any
Committee of the Directors or the
Chairman and
Managing Director or any one or more
- -------------------------------------------------------------------------------------------------------
RELIANCE ENERGY LTD Agenda: 700463172
CUSIP: Y09789127 Meeting Type: EGM
Ticker: Meeting Date: 3/22/2004 ISIN: INE036A01016
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
S.1 Approve that in super session of the Mgmt For *
resolution passed by the Members in
the 73rd Annual General Meeting of
the Company held on 21 SEP 2002 and
pursuant to the provisions of
Sections 16, 94 and all other
applicable provisions, if any, of the
Companies Act, 1956 (including any
statutory modification or re-
enactment thereof for the time being
in force) and subject to such
approvals, consents, sanctions and
permissions of appropriate
authorities, departments or bodies as
may be necessary, the Authorized
Share Capital of the Company of
Rs.350,00,00,000 (Rupees Three
hundred fifty crore) divided into
20,00,00,000 Equity Shares of Rs. 10
each and 1,50,00,000 Redeemable
Cumulative Preference Shares of
Rs.100 each be and is hereby re-
classified into 25,00,00,000 Equity
Shares of Rs.10 each, 5,00,00,000
Redeemable Cumulative Preference
Shares of Rs.10 each, 80,00,000
Equity Shares of Rs 10 each, with
differential rights (differential
rights as to dividend, voting or
otherwise) and 4,20,00,000
Unclassified Shares of Rs 10 each;
with the power to the Board to decide
on the extent of variation in such
rights and to classify and re-
classify from time to time such
shares into any class of shares, and
amend the Memorandum of Association
of the Company by substituting the
existing Clause V thereof by the
following Clause V: .V. The Capital
of the Company is Rs. 350,00,00,000
(Rupees Three hundred fifty crore)
divided into 25,00,00,000 Equity
Shares of Rs.10 each, 5,00,00,000
Redeemable Cumulative Preference
Shares of Rs.10 each, 80,00,000
Equity Shares of Rs 10 each, with
differential rights (differential
rights as to dividend, voting or
otherwise) and 4,20,00,000
Unclassified Shares of Rs 10 each,
with the power to the Board to decide
on the extent of variation in such
rights and to classify and re-
classify from time to time such
shares into any class of shares; and
authorize, for the purpose of giving
effect to this resolution, the Board
of Directors of the Company to take
all such steps and actions and give
such directions as may be in its
absolute discretion deemed necessary
S.2 Amend the Article 3 of the Articles Mgmt For *
of Association
S.3 Amend the Articles of Association by Mgmt For *
inserting the following new Article
as Article 4A
S.4 Amend the Article 131(a) of the Mgmt For *
Articles of Association
S.5 Approve that pursuant to Section Mgmt For *
81(1A) and all other applicable
provisions of the Companies Act, 1956
(including any statutory modification
or re-enactment thereof, for the time
being in force) and enabling
provisions of the Memorandum and
Articles of Association of the
Company and the Listing Agreements
entered into by the Company with the
Stock Exchanges where the shares of
the Company are listed and subject to
any approval, consent, permission and
/or sanction of the Central
Government, Reserve Bank of India and
any other appropriate authorities,
institutions or Bodies (hereinafter
collectively referred to as the
appropriate authorities.), and
subject to such conditions as may be
prescribed by any of them while
granting any such approval, consent,
permission, and/or sanction
(hereinafter referred to as the
requisite approvals.), and which may
be agreed to by the Board of
Directors of the Company (hereinafter
called the Board, which term shall
be deemed to include any committee
which the Board may have constituted
or hereinafter constitute to exercise
its powers including the power
conferred by this resolution), the
Board be and is hereby authorized to
create, offer, issue and allot, from
time to time in one or more tranches,
Equity Shares and/or warrants
entitling to apply for equity shares
or other securities convertible into
or exchangeable with equity shares
(hereinafter referred to as the
.Securities.) to domestic/foreign
institutions, institutional
investors, banks, mutual funds,
companies, bodies corporate or other
entities, whether or not such
investors are Members of the Company,
under a preferential issue through
offer letter and/or circular and/or
information memorandum and/or such
other documents/writings, in such a
manner and on such terms and
conditions as may be determined by
the Board in its absolute discretion;
provided that the price of the equity
shares so issued shall not be less
than Rs.640 (including a premium of
Rs.630) per equity share of
Rs.10 each being the price with
respect to the Relevant Date (as
prescribed under Guidelines for
Preferential Issues contained in
Chapter XIII of the Securities and
Exchange Board of India (Disclosure
and Investor Protection) Guidelines,
2000 and the aggregate amount of the
securities so issued shall not exceed
Rs.2,500 crore; approve further that
the equity shares allotted in terms
of this resolution shall rank pari
passu in all respects with the then
existing equity shares of the
Company; approve further that for the
purpose of giving effect to the
above, the Board be and is hereby
authorized to take all actions and do
all such deeds, matters and things as
it may, in its absolute discretion,
deem necessary, desirable or
expedient to effect to the issue or
allotment of aforesaid securities and
listing thereof with the stock
exchange(s) as appropriate and to
resolve and settle all questions and
difficulties that may arise in the
proposed issue and allotment of any
of the said securities and to do all
acts, deeds and things in connection
therewith and incidental thereto as
the Board in its absolute discretion
deem fit, without being required to
seek any further consent or approval
of the Members or otherwise to the
end and intent that they shall be
deemed to have given their approval
thereto expressly by the authority of
this resolution; approve further that
the Board be and is hereby authorized
to delegate all or any of the powers
herein conferred to any Committee of
Directors, or the Chairman & Managing
Director or any
S.6 Approve that pursuant to Section Mgmt For *
81(1A) and all other applicable
provisions of the Companies Act, 1956
(including any statutory modification
or re-enactment thereof, for the time
being in force) and enabling
provisions of the Memorandum and
Articles of the Company and the
Listing Agreements entered into by
the Company with the Stock Exchanges
where the shares of the Company are
listed and subject to any approval,
consent, permission or sanction of
the Central Government, Reserve Bank
of India and any other appropriate
authorities, institutions or Bodies
(hereinafter collectively referred to
as .the appropriate authorities.),
and subject to such conditions as may
be prescribed by any one of them
while granting any such approval,
consent, permission, and/or
sanction (hereinafter referred to as
.the requisite approvals.), which may
be agreed to by the Board of
Directors of the Company (hereinafter
called .the Board. which term shall
be deemed to include any committee
which the Board may have constituted
or hereinafter constitute to exercise
its powers including the power
conferred by this resolution), the
Board be and is hereby authorized to
issue, offer and allot, in domestic/
International offerings any
securities including Global
Depositary Receipts and/or American
Depositary Receipts convertible into
equity shares, preference shares
whether Cumulative/Redeemable/
Convertible at the option of the
Company and/or the option of the
holders of the security and/or
securities linked to equity shares/
preference shares and/or any
instrument or securities representing
convertible securities such as
convertible debentures, bonds or
warrants convertible into equity
shares/preference shares
(hereinafter referred to as
.Securities.) to be subscribed by
foreign/domestic
investors/institutions and/or
corporate bodies including mutual
funds, banks, insurance companies and
/or individuals or otherwise,
whether or not such
persons/entities/investors are
Members of the Company whether in
Indian currency or foreign currency,
such issue and allotment to be made
at such time or times in one or more
tranche or tranches, at par or at
such price or prices, and on such
terms and conditions and in such
manner as the Board may, in its
absolute discretion think fit, in
consultation with the Lead Managers,
Underwriters, Advisors or other
intermediaries; provided however that
the issue of securities as above
shall not result in increase of the
issued and subscribed equity share
capital of
S.7 Approve that pursuant to applicable Mgmt For *
provisions of the Foreign Exchange
Management Act, 1999 (FEMA), the
Companies Act, 1956 and all other
applicable rules, regulations,
guidelines and laws (including any
statutory modification or re-
enactment thereof for the time being
in force) and subject to all
applicable approvals, permissions and
sanctions and subject to such
conditions as may be prescribed by
any of the concerned authorities
while granting such approvals,
permissions, sanctions, which may be
agreed to by the Board of Directors
of the Company and/or a duly
authorized Committee thereof for the
time being exercising the powers
conferred by the Board of Directors
(hereinafter referred to as .the
Board.), the consent of the Company
be and is hereby accorded for
investments by Foreign Institutional
Investors including their
sub-accounts (hereinafter referred to
as the .FIIs.), in the shares or
debentures convertible into shares of
the Company, by purchase or
acquisition from the market under the
Portfolio Investment Scheme under
FEMA, subject to the condition that
the total holding of all FIIs put
together shall not exceed 49 per cent
of the paid up equity share capital
or paid up value of the respective
series of the convertible debentures
of the Company as may be applicable
or such other maximum limit as may be
prescribed from time to time, and
approve further that the Board be and
is hereby authorized to do all such
acts, deeds, matters and things and
execute all documents or writings as
may be necessary, proper or expedient
for the purpose of giving effect to
this resolution and for matters
- -------------------------------------------------------------------------------------------------------
RELIANCE ENERGY LTD Agenda: 700509548
CUSIP: Y09789127 Meeting Type: OTH
Ticker: Meeting Date: 5/20/2004 ISIN: INE036A01016
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
PLEASE NOTE THAT THIS IS A POSTAL Non-
MEETING ANNOUNCEMENT. A PHYSICAL Voting
MEETING IS NOT BEING HELD FOR THIS
COMPANY. THEREFORE, MEETING
ATTENDANCE REQUESTS ARE NOT VALID FOR
THIS MEETING. IF YOU WISH TO VOTE,
YOU MUST RETURN YOUR INSTRUCTIONS BY
THE INDICATED CUTOFF DATE. THANK
S.1 Authorize the Board, pursuant to Mgmt For *
Section 81(1A) and all other
applicable provisions of the
Companies Act, 1956 including any
statutory modification or re-
enactment and enabling provisions of
the Memorandum and Articles of
Association of the Company and the
Listing Agreements entered into by
the Company with the Stock Exchanges
where the securities of the Company
are listed and subject to any
guidelines regulations approval
consent permission or sanction of the
Central Government Reserve Bank of
India and any other appropriate
authorities institutions or Bodies
the appropriate authorities and
subject to such conditions as may be
prescribed by any One of them while
granting any such approval, consent,
permission, and/or sanction
hereinafter referred to as the
requisite approval agreed to by the
Board of Directors of the Company
Board which term shall be deemed to
include any Committee which the Board
may have constituted or hereinafter
constitute, to issue offer and allot
in international offerings any
securities including Global
Depositary Receipts and/or American
Depositary Receipts convertible into
equity shares preference shares
whether Cumulative or Non Cumulative
/Redeemable/Convertible at the
option of the Company and/or at the
option of the holders of the security
and/or securities linked to equity
shares/preference shares and/or any
instrument or securities representing
convertible securities such as
convertible debentures, bonds or
warrants convertible into equity
shares/preference shares Securities
to be subscribed by foreign
investors/institutions and/or
Corporate bodies, Mutual funds,
banks, Insurance Companies, Trusts
and/individuals or otherwise whether
or not such
persons/entities/investors are
Members of the Company whether In
Indian currency or foreign currency;
such issue and allotment shall be
made at such time or times in one or
more tranche or tranches, at par or
at such price or prices, and on such
terms and conditions including with
the differential rights as to
dividend, voting or otherwise and in
such manner as the Board may, in its
absolute discretion think fit, in
consultation with the Lead Managers,
Underwriters, Advisors, provided that
the issue of Securities as above
shall not result in increase of the
issued and subscribed equity share
capital of the Company by more than
1,00,00,000 equity shares of the face
value of INR 10 each; approve that
the issue of securities may have all
or any terms or combination of terms
including as to conditions in
relation to payment of interest
additional interest premia on
redemption prepayment and any other
debt service payments whatsoever and
all such matters as are provided in
Securities offering of this nature
including terms for issue of such
Securities or variation of the
conversion price of the Security
during the tenure of the Securities
and the Company is also entitled to
enter into and execute all such
arrangements as the case may be with
any Lead Managers, Managers,
Underwriters, Bankers, Financial
Institutions, Solicitors Advisors,
Guarantors, Depositories, Custodians
and other intermediaries in such
offerings of Securities and approve
to remunerate all such agencies
including the payment of commissions,
brokerage, fees or payment of their
remuneration for their- services or
the like, and also to seek the
listing of such Securities on one or
more Stock Exchanges including
international Stock Exchanges,
wherever permissible; and approve
that the Company may enter into any
arrangement with any agency or body
authorized by the Company for the
issue of Securities, in registered or
bearer form with such features and
attributes as are prevalent in
capital markets for instruments of
this nature and to provide for the
tradability or free transferability
thereof as per the international
practice and regulations, and under
the forms and practices prevalent in
securities markets; and approve that
the Securities issued in foreign
markets shall be deemed to have been
made abroad and/or in the market and
for at the place of issue of the
Securities in the international
market and may be governed by
applicable laws; and authorize the
Board or any Committee thereof to
issue and allot such number of shares
as may be required to be issued and
allotted upon conversion of any
Securities referred to in point (a)
above or as may be necessary in
accordance with the terms of the
offering, all such shares being pari
passu with the then existing shares
of the Company in all respects;
approve that such of these Securities
to be issued as are not subscribed
may be disposed of by the Board to
such persons and in such manner and
on such terms as the Board in its
absolute discretion thinks fit in the
best interest of the Company and as
is permissible at law; authorize the
Board, for the purpose of giving
effect to any issue or allotment of
Securities or instruments
representing the same, to do all such
acts, deeds, matters and things as it
may at its discretion deem necessary
or desirable for such purpose,
including without limitation the
entering Into of underwriting,
marketing and depository arrangement
and institution/trustees/agents and
similar agreements and to remunerate
the Managers, underwriters and all
other agencies/intermediaries by way
of commission, brokerage, fees and
the like as may be involved or
connected in such offerings of
securities, with power on behalf of
the Company to settle any questions,
difficulties or doubts that may arise
in regard to any such issue or
allotment as it may in its absolute
discretion deem fit; and authorize
the Board to settle all questions,
difficulties or doubts that may arise
in regard to the issue offer or
allotment of Securities and
utilization of the issue proceeds
including but without limitation to
the creation of such mortgage/charges
under Section 293(l)(a) of the said
Act in respect of the aforesaid
Securities either on pari passu basis
or otherwise or in the borrowing of
loans as it may in Its absolute
discretion deem fit without being
required to seek any further consent
or approval of the Members or
otherwise to the end and intent that
the Members shall be deemed to have
given their approval thereto
expressly by the authority of this
resolution; and authorize the Board
to delegate all or any of the powers
herein conferred to any Committee of
Directors or the Chairman and
Managing Director or any Whole-time
- -------------------------------------------------------------------------------------------------------
RELIANCE ENERGY LTD Agenda: 700463588
CUSIP: Y09789127 Meeting Type: SGM
Ticker: Meeting Date: 3/27/2004 ISIN: INE036A01016
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
Please note that this is a postal Non-
meeting announcement. A physical Voting
meeting is not being held for this
company. Therefore, meeting
attendance requests are not valid for
this meeting. If you wish to vote,
you must return your instructions by
the indicated cutoff date. Thank
S.1 Authorize the Board of Directors Mgmt For *
Board, pursuant to the provisions of
Section 81(1A), 86(a)(ii) read with
the Companies (Issue of Share Capital
with Differential Voting Rights)
Rules, 2001 and other applicable
provisions, if any, of the Companies
Act, 1956 including any statutory
modification or re-enactment thereof
for the time being in force Act, the
enabling provisions in the Articles
of Association of the Company, and
all other applicable Acts, rules and
regulations, if any, and subject to
any approvals, consents, permissions
or sanctions of the Government of
India GoI, Securities and Exchange
Board of India SEBI, and/or any
other appropriate and/or concerned
authorities as may be necessary and
subject also to such terms,
conditions and modifications as may
be prescribed in granting such
approvals, consent, permission or
sanction and which may be agreed to
by the Board, to create, offer, issue
and allot, from time to time in one
or more tranches, equity shares with
differential rights as to voting,
dividend or otherwise, to domestic/
foreign institutions, institutional
investors, banks, mutual funds,
Companies, bodies corporate and/or
other entities, whether or not such
investors are members of the Company,
on a private placement basis through
offer letter or circular and/or
information memorandum or such other
documents/writings, in such a manner
and on such terms and conditions as
may be determined by them, the price
of equity shares with differential
rights so issued not being less than
INR 640 including a premium of INR
630 per equity share with
differential rights of INR 10 each
and the aggregate amount of such
shares not exceeding INR 500 crores;
approve that the equity shares with
differential rights issued as above
shall carry 0% voting rights and
shall entitle the holder(s) thereof
to dividend at a rate that is 5 %
higher than the rate of dividend
declared on the ordinary equity
shares of the Company, from time to
time and that the holder(s) thereof
will be entitled to bonus and/or
rights shares of the same class of
shares as and when issued; authorize
the Board to take all actions and do
all such deeds, matters and things as
it may deem necessary, desirable or
expedient to effect to any offer,
issue, allotment of the aforesaid
shares with differential rights,
including their listing with the
stock exchange(s) as may be
appropriate, and to resolve and
settle all questions and difficulties
that may arise in the proposed offer,
issue and allotment of any of the
aforesaid shares and to do all acts,
deeds and things in connection
therewith and incidental thereto; and
authorize the Board to delegate all
or any of the powers herein conferred
to any Committee of Directors, or the
Chairman & Managing Director or any
one or more whole-time Directors or
officers of the Company to give
S.2 Authorize the Board, pursuant to the Mgmt For *
provisions of Section 372A and other
applicable provisions, if any, of the
Act and subject to such approvals,
consents, sanctions and permissions
of appropriate authorities, and/or
any departments or bodies, to make
loans, and/or give any guarantees,
provide any securities in connection
with loans made to and/or acquire by
way of subscription, purchase or
otherwise, the securities of BSES
Infrastructure Limited, up to a limit
not exceeding 100% of aggregate
existing paid-up share capital and
free reserves of the Company,
notwithstanding that the aggregate of
the loans, guarantees or securities
so far given or to be given to and/or
securities so far acquired or to be
acquired in all bodies corporate may
exceed the limits prescribed under
the said section; and authorize the
Board to take steps deemed necessary
for obtaining approvals, statutory,
contractual or otherwise, in relation
to the above and to settle all
matters arising out of and incidental
thereto, and to sign and execute all
deeds, applications, documents and
writings that may be required, on
behalf of the Company and also to
delegate all or any of the above
powers to the Committee of Directors
or the Managing Director or the
Principal Officer of the Company and
generally to do all acts, deeds and
things proper, expedient or
incidental for the purpose of giving
S.3 Authorize the Board, pursuant to the Mgmt For *
provisions of Section 372A and other
applicable provisions, if any, of the
Act and subject to such approvals,
consents, sanctions and permissions
of appropriate authorities, and/or
any departments or bodies, to make
loans, and/or give any guarantees,
provide any securities in connection
with loans made to and/or acquire by
way of subscription, purchase or
otherwise the securities of BSES
Ventures Private Limited, up to a
limit not exceeding 100% of aggregate
existing paid-up share capital and
free reserves of the Company,
notwithstanding that the aggregate of
the loans, guarantees or securities
so far given or to be given to and/or
securities so far acquired or to be
acquired in all bodies corporate may
exceed the limits prescribed under
the said section; and authorize the
Board to take such steps as deemed
necessary for obtaining approvals,
statutory, contractual or otherwise,
in relation to the above and to
settle all matters arising out of and
incidental thereto, and to sign and
execute all deeds, applications,
documents and writings that may be
required, on behalf of the Company
and also to delegate all or any of
the above powers to the Committee of
Directors or the Managing Director or
the Principal Officer of the Company
and generally to do all acts, deeds
and things proper, expedient or
incidental for the purpose of giving
effect to the aforesaid resolution
- -------------------------------------------------------------------------------------------------------
COMPASS EAST INDUSTRY (THAILAND) PUBLIC CO Agenda: 700424803
LTD (FORMERLY COMPASS EAST INDUSTRY (
CUSIP: Y1233F148 Meeting Type: AGM
Ticker: Meeting Date: 11/19/2003 ISIN: TH0342010Z14
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Consider and approve the EGM No. Mgmt For *
1/2003 on 9 APR 2003
2. Approve the business operations of Mgmt For *
the Company for the FYE 31 JUL 2003
3. Receive and approve the balance sheet Mgmt For *
and the profit and loss statement
for the FYE 31 JUL 2003
4. Approve the appropriation of the Mgmt For *
profit and the distribution of
dividend for the year 2003
5. Elect the new Directors to replace Mgmt For *
those who are retired by rotation and
fix the Directors signing authority
6. Approve the remuneration for the Mgmt For *
Director of the Company
7. Approve the appointment of the Mgmt For *
Auditors and the fixing of their
remuneration
8. Other business Other For *
- -------------------------------------------------------------------------------------------------------
CENTRAL PATTANA PUBLIC CO LTD Agenda: 700464085
CUSIP: Y1242U177 Meeting Type: AGM
Ticker: Meeting Date: 4/21/2004 ISIN: TH0481010Z10
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
PLEASE NOTE THAT PARTIAL AND SPLIT Non-
VOTING ARE ALLOWED. THANK YOU. Voting
1. Approve the minutes of the EGM No. Mgmt For *
1/2003 on 26 JUN 2003
10. Transact any other business Other For *
2. Acknowledge the Board of Directors Mgmt For *
report for 2003
3. Approve the audited financial Mgmt For *
statements for the YE 31 DEC 2003
4. Approve the appropriation of profit Mgmt For *
and dividend payments for 2003
5. Approve the reduction of the par Mgmt For *
value par split of the Company s
share
6. Approve the Amendment Clause of the Mgmt For *
Memorandum of Association, in
accordance with the change in the par
value of the Company
7. Approve the Amendment Clause of the Mgmt For *
Articles of Association, in
accordance with the change in the P/V
of the Company and the connected
transaction or the acquisition or
disposition of assets
8. Elect the Directors to succeed those Mgmt For *
retiring on rotation and approve the
Directors remuneration
9. Appoint the Auditor for 2004 and Mgmt For *
approve their remuneration
- -------------------------------------------------------------------------------------------------------
CHEIL INDUSTRIES INC Agenda: 700453791
CUSIP: Y1296J102 Meeting Type: AGM
Ticker: Meeting Date: 2/27/2004 ISIN: KR7001300003
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve the 50th financial statement Mgmt no action
2. Appoint the Directors Mgmt no action
3. Appoint the Auditors Mgmt no action
4. Approve the remuneration limit of the Mgmt no action
Directors
5. Approve the remuneration limit of the Mgmt no action
Auditors
- -------------------------------------------------------------------------------------------------------
CHENG SHIN RUBBER INDUSTRY CO LTD Agenda: 700464922
CUSIP: Y1306X109 Meeting Type: AGM
Ticker: Meeting Date: 5/25/2004 ISIN: TW0002105004
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve to report the business of Mgmt For *
2. Approve to report the Supervisor s Mgmt For *
review report of 2003
3. Approve to report the status of Mgmt For *
endorsement and the guarantee
4. Acknowledge the 2003 audited Mgmt For *
financial statement
5. Acknowledge the 2003 earnings Mgmt For *
distribution stock dividend: 96
shares per 1000 shares; cash
dividend: TWD 1 per shares
6. Approve to raise the capital by Mgmt For *
issuing new shares
7. Amend the Articles of Incorporation Mgmt Abstain *
8. Other extraordinary motions Other For *
- -------------------------------------------------------------------------------------------------------
CHINA INSURANCE INTERNATIONAL HOLDINGS CO LTD Agenda: 700497971
CUSIP: Y1456Z102 Meeting Type: AGM
Ticker: Meeting Date: 5/11/2004 ISIN: HK0966009422
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive and adopt the audited Mgmt For *
financial statements and the reports
of the Directors and the auditors for
the YE 31 DEC 2003
2. Declare a final dividend Mgmt For *
3. Re-elect Directors Mgmt For *
4. Authorize the Directors to fix the Mgmt For *
Directors remuneration
5. Authorize the Directors to fix the Mgmt For *
Directors remuneration
6. Authorize the Directors to issue Mgmt Against *
additional shares in the capital of
the Company not exceeding 20% of the
issued share capital of the Company
7. Authorize the Directors to repurchase Mgmt For *
shares in the capital of the Company
not exceeding 10% of the issued
share capital of the Company
8. Approve to extend the general mandate Mgmt Against *
referred to in Resolution 6 by
increasing the number of shares in
the capital of the Company permitted
to be issued equivalent to the number
of shares in the issued shares
capital repurchased referred to in
9. Amend existing Articles 2, 6, 13, Mgmt For *
36B, 71, 95, 106, 108 and add new
Articles 82, 149, 151 to 157 to the
Articles of Association of the
Company Articles to reflect the
coming into effect of the Securities
and Futures Ordinance Chapter 571 of
the Laws of Hong Kong Companies
Ordinance and to the rules governing
the listing of securities on The
Stock Exchange of Hong Kong Limited
Listing Rules and to bring the
Articles up to date and in with the
- -------------------------------------------------------------------------------------------------------
CHINA OILFIELD SERVICES LTD Agenda: 700478565
CUSIP: Y15002101 Meeting Type: AGM
Ticker: Meeting Date: 5/27/2004 ISIN: CN0007789299
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve the audited financial Mgmt For *
statements and the report of the
Auditors for the YE 31 DEC 2003
2. Approve a final dividend for the YE Mgmt For *
31 DEC 2003
3. Receive and consider the budget for Mgmt For *
FY 2004
4. Approve the report of the Directors Mgmt For *
for the YE 31 DEC 2003
5. Approve the report of the Supervisory Mgmt For *
Committee for the YE 31 DEC 2003
6. Elect 2 Directors and fix their Mgmt For *
remuneration
7. Re-appoint Ernst & Young, Hug Ming Mgmt For *
and Ernt & Young as the domestic and
international Auditors of the Company
for the YE 31 DEC 2004 and authorize
the Board of Directors of the
Company to fix their fees
- -------------------------------------------------------------------------------------------------------
CHINA OILFIELD SERVICES LTD Agenda: 700406677
CUSIP: Y15002101 Meeting Type: EGM
Ticker: Meeting Date: 10/22/2003 ISIN: CN0007789299
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Declare a special interim dividend Mgmt For *
for the 6 months ended 30 JUN 2003
2. Elect a Director Mgmt For *
- -------------------------------------------------------------------------------------------------------
CHUNG HWA PULP CORP Agenda: 700454200
CUSIP: Y1612Y106 Meeting Type: AGM
Ticker: Meeting Date: 5/27/2004 ISIN: TW0001905008
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1.1 Receive the report on business Mgmt For *
operation result of Fiscal Year 2003
1.2 Receive Supervisors review financial Mgmt For *
reports of Fiscal Year 2003
2.1 Ratify financial reports of Fiscal Mgmt For *
year 2003
2.2 Ratify net profit allocation Mgmt For *
3.1 Approve the issuing of new shares Mgmt For *
cash div: TWD O.5 per share STK
3.2 Amend Company Articles Mgmt For *
4. Nominate Directors and Supervisors Mgmt For *
5. Others and Extraordinary proposals Other Abstain *
- -------------------------------------------------------------------------------------------------------
CONTAINER CORPN OF INDIA LTD Agenda: 700412389
CUSIP: Y1740A137 Meeting Type: AGM
Ticker: Meeting Date: 9/29/2003 ISIN: INE111A01017
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive, approve and adopt the Mgmt For *
balance sheet as at 31 MAR 2003,
profit & loss account for the YE on
that date and the report of Board of
Directors and the Auditors thereon
10. Appoint Dr. D. Babu as a Director of Mgmt For *
the Company w.e.f. 20 JAN 2003 in
terms of Railway Board s specified
order, who shall be liable to retire
by rotation
2. Declare a dividend on equity shares Mgmt For *
for the FYE 31 MAR 2003
3. Re-appoint Shri. P.G. Thyagarajan as Mgmt For *
a Director, who retires by rotation
4. Re-appoint Shri. Rakesh Mehrotra as a Mgmt For *
Director, who retires by rotation
5. Re-appoint Shri. S.C. Misra as a Mgmt For *
Director, who retires by rotation
6. Appoint M/s. V.K. Dhingra & Co., Mgmt For *
Chartered Accountants, New Delhi, as
the Statutory Auditors of the Company
for the FY 2002-03 in terms of
specified order and authorize the
Board of Directors of the Company to
determine the remuneration payable to
the Statutory Auditors for the FY
2002-03
7. Appoint Shri. K.K. Agarwal as a part- Mgmt For *
time Chairman of the Company w.e.f.
18 MAR 2003 in terms of Railway
Board s specified order, who shall be
liable to retire by rotation
8. Appoint Shri. R.K. Narang as a Mgmt For *
Director of the Company w.e.f. 20 JAN
2003 in terms of Railway Board s
specified order, who shall be liable
to retire by rotation
9. Appoint Dr. P.S. Sarma as a Director Mgmt For *
of the Company w.e.f. 20 JAN 2003 in
terms of Railway Board s specified
order, who shall be liable to retire
by rotation
- -------------------------------------------------------------------------------------------------------
C.P.SEVEN ELEVEN PUBLIC CO LTD Agenda: 700459755
CUSIP: Y1772K110 Meeting Type: AGM
Ticker: Meeting Date: 4/28/2004 ISIN: TH0737010015
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve the minutes of AGM of Mgmt For *
shareholders number 1/2003
2. Approve and certify the Board of Mgmt For *
Directors report on the Company s
operating results for the FY 2003
3. Approve the balance sheet and profit Mgmt For *
and loss statement for the YE 31 DEC
2003
4. Approve the appropriation of legal Mgmt For *
reserve and dividend payment for the
FY 2003
5. Approve the appointment of Directors Mgmt For *
replacing those retired by rotation
6. Appoint the Company s Auditors and Mgmt For *
approve the remuneration for the FY
2003
7. Approve the Directors remuneration Mgmt Abstain *
8. Approve the Memorandum of Association Mgmt For *
Clause 3, about the objectives of
the Company
9. Other matters Other For *
- -------------------------------------------------------------------------------------------------------
THE DAEGU BANK LTD Agenda: 700456355
CUSIP: Y1859G115 Meeting Type: AGM
Ticker: Meeting Date: 3/19/2004 ISIN: KR7005270004
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve the financial statements Mgmt For *
2. Approve the partial amendment to the Mgmt Abstain *
Articles of Incorporation
3.A Elect Mr. Sang Jang, Kwon as an Mgmt For *
External Director of the Company
3.B Elect Mr. Young Sae, Lee as an Mgmt For *
External Director of the Company
4.A Elect Mr. Kyung Jae, Lee as an Mgmt For *
External Director for Audit Committee
4.B Elect Mr. In Soo, Kim as an External Mgmt For *
Director for Audit Committee
5. Approve the stock option for staff Mgmt For *
- -------------------------------------------------------------------------------------------------------
DAELIM INDUSTRIAL CO LTD Agenda: 700457888
CUSIP: Y1860N109 Meeting Type: AGM
Ticker: Meeting Date: 3/19/2004 ISIN: KR7000210005
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve the financial statements Mgmt For *
2. Elect the Directors Mgmt For *
3. Elect the Members of the Audit Mgmt For *
Committee
4. Approve the limit of remuneration for Mgmt For *
the Directors
- -------------------------------------------------------------------------------------------------------
DONGBU INSURANCE CO LTD Agenda: 700526087
CUSIP: Y2096K109 Meeting Type: AGM
Ticker: Meeting Date: 6/10/2004 ISIN: KR7005830005
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve the financial statements: Mgmt no action
expected dividend ratio: KRW 250/1
share
2.1 Elect Mr. Ki-Jae Chang as a Director Mgmt no action
2.2 Elect Mr. Soon-Whan Kim as a Director Mgmt no action
2.3 Elect Mr. Jong-Chan Choi as a Mgmt no action
3. Elect Mr. Hee-Joo Whang as a Non- Mgmt no action
Outside Director
4. Elect Mr. Jin-Boo Im as an Audit Mgmt no action
Committee Member
5. Approve the limit of the remuneration Mgmt no action
for the Directors as KRW
- -------------------------------------------------------------------------------------------------------
FARADAY TECHNOLOGY CORP. Agenda: 700494393
CUSIP: Y24101100 Meeting Type: AGM
Ticker: Meeting Date: 6/15/2004 ISIN: TW0003035002
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
AS PER TRUST ASSOCIATION S PROXY Non-
VOTING GUIDELINES, EVERY SHAREHOLDER Voting
IS ELIGIBLE TO BE NOMINATED AS A
CANDIDATE AND BE ELECTED AS A
DIRECTOR OR A SUPERVISOR, REGARDLESS
OF BEING RECOMMENDED BY THE COMPANY
AND/OR BY OTHER PARTIES. IF YOU
INTEND TO VOTE FOR A LISTED
CANDIDATE, YOU WILL NEED TO CONTACT
THE CANDIDATE AND/OR THE ISSUING
COMPANY TO OBTAIN THE CANDIDATE S
NAME AND ID NUMBER. WITHOUT SUCH
SPECIFIC INFORMATION, AN ELECTION
1.1 Receive the business operation result Mgmt For *
of FY 2003
1.2 Receive the Supervisors review Mgmt For *
financial reports of FY 2003
2.1 Ratify the business operation result Mgmt For *
and the financial reports of FY 2003
2.2 Ratify the net profit allocation Mgmt For *
3.1 Approve to issue new shares Mgmt Against *
3.2 Amend the Company Articles Mgmt For *
3.3 Amend the First Employee Stock Mgmt For *
Options Plan
3.4 Approve the status of investment in Mgmt For *
Mainland China
4. Elect the Directors Mgmt For *
5. Extraordinary proposals Mgmt For *
6. Other issues Other For *
- -------------------------------------------------------------------------------------------------------
GLOBE TELECOM INC Agenda: 700463920
CUSIP: Y27257149 Meeting Type: AGM
Ticker: Meeting Date: 3/22/2004 ISIN: PHY272571498
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
PLEASE NOTE THAT THIS IS AN AMENDMENT Non-
TO MEETING ID #113102 DUE TO THE Voting
CHANGE IN RECORD DATE. ALL VOTES
RECEIVED ON THE PREVIOUS NOTICE OF
MEETING WILL BE DISREGARDED AND YOU
WILL NEED TO REINSTRUCT ON THIS
NOTICE OF MEETING. THANK YOU.
1. Approve to determine the quorum Mgmt For *
2. Approve the minutes of the previous Mgmt For *
Meeting
3. Approve the annual report of Officers Mgmt For *
4.1 Ratify all acts and resolutions of Mgmt For *
the Board of Directors and Management
adopted in the ordinary course of
business during the preceding year
4.2 Approve to reduce the number of Mgmt For *
Directors from 15 to 11 by further
amending the amended Articles of
Incorporation and the pertinent
provision in the Bye-laws
5. Elect the Directors including the Mgmt For *
Independent Directors
6. Elect the Auditors and approve to fix Mgmt For *
their remuneration
7. Transact any other business Other For *
8. Adjournment Mgmt For *
- -------------------------------------------------------------------------------------------------------
GRASIM INDUSTRIES LTD Agenda: 700391179
CUSIP: Y28523135 Meeting Type: AGM
Ticker: Meeting Date: 8/2/2003 ISIN: INE047A01013
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive and approve the audited Mgmt For *
balance sheet as at 31 MAR 2003 and
the profit and loss account for the
YE 31 MAR 2003 and the reports of the
Directors and the Auditors of the
Company
2. Declare a dividend on equity shares Mgmt For *
for the YE 31 MAR 2003
3. Re-appoint Mrs. Rajashree Birla as a Mgmt For *
Director, who retires by rotation
4. Re-appoint Mr. M.C. Bagrodia as a Mgmt For *
Director, who retires by rotation
5. Re-appoint Mr. R.C. Bhargava as a Mgmt For *
Director, who retires by rotation
7. Authorize the Company, in partial Mgmt For *
modification of the Resolution at the
AGM of 03 AUG 2002 and pursuant to
Section 198, 269, 388 read with
Schedule XIII and other applicable
provisions of the Companies Act,
1956, including any statutory
modification or reenactment thereof
to i) revise the amount of monthly
salary and special allowance payable
to Mr. Shailendra K. Jain, Whole-time
Director of the Company up to an
overall limit of INR 8 lacs per
month; ii) sanction and pay him other
annual performance linked pay and/or
Long Term Incentive Compensation
LTIC; as may be decided by the Board
of Directors of the Company for the
reminder of his tenure of his current
term subject, however to the limits
prescribed in Part II of the Schedule
XIII to the said Act, the other
terms and conditions of remuneration
remaining the same as approved at the
aforesaid general meeting of the
Company on 03 AUG 2002 and subject to
the consequential variation or
increase therein due to revision in
the terms of his remuneration as
aforesaid
8. Authorize the Board of Directors, Mgmt Against *
pursuant to Section 293(1)(a) and all
other applicable provision of the
Companies Act 1956, for mortgaging
and/or charging the whole or
substantially the whole of the
Company s and any one or more of the
undertakings or all the undertakings,
including the present and/or future
properties, whether movable or
immovable, tangible or intangible
comprised in any existing or new
undertaking of the Company in favour
of the Lenders, Agents and/or
Trustees for securing the long term,
short term and medium term borrowings
of the Company availed/to be availed
by way of loan(s) and securities and
issued or to be issued by the Company
as also deferred sales tax loans
availed/or to be availed by various
units of the Company, subject to the
limits approved/or to be approved
by the members under Section
293(1)(d) of the Companies Act, 1956
as also the interest on the principal
amounts at the respective agreed
rates, additional interest, compound
interest in the case of default,
accumulated interest, liquidated
damages, commitment charges, premia
or prepayment, premium on redemption,
remuneration of agent(s)/trustee(s),
all other costs, charges and
expenses, including any increase as a
result of devaluation
/revaluation/fluctuation in the rates
of exchange and all other monies
payable by the Company in terms of
loan agreement(s), heads of
agreement, debentures trust deed(s)
and/or any other deed(s) or
document(s) entered into/to be
entered into between the Company and
the lender(s)/agent(s)/trustee(s)/state
government(s)/agency(ies)
representing various state
government(s) and or other agencies
etc. in respect of the said loans/
borrowings/debentures/securities
/deferred sales tax loans and
containing such specific terms and
conditions and covenants in respect
of enforcement of security as may be
stipulated in that behalf and agreed
to between the Board of Directors of
the Company and the lender(s)/
agent(s)/trustee(s)/state
government(s)/agency(ies); approve
further that the securities to be
created by the Company as aforesaid
may rank prior/pari passu/subservient
with/to the mortgages and/or charges
already created or to be created in
future by the Company or in such
other manner and ranking as may be
thought expedient by the Board of
Directors or its Committees and as
may be agreed to between the
concerned parties; and further
approve that the Board of Directors
or its Committee or person authorized
by the Board, be and is/are hereby
authorized to finalize, settle and
execute any and all agreements,
documents, deeds, writings and papers
as may be necessary for creating the
mortgages and/or charges as aforesaid
and do all acts and things deemed
necessary for implementing this
resolution and resolve any
S.6.A Re-appoint Messrs. G.P. Kapadia & Mgmt For *
Co., Chartered Accountants and
Messrs. Lodha & Co., Chartered
Accountants, as the Joint Statutory
Auditors of the Company under Section
224A and other applicable of the
Companies Act, 1956 and hold office
until the conclusion of the next AGM
of the Company at a remuneration of
INR 20,50,000 to be shared by them in
such proportion as may be decided by
the Board of Directors of the Company
plus service tax as applicable and
reimbursement of actual out of pocket
expenses, as may be incurred in the
performance of
S.6.B Re-appoint, pursuant to the Mgmt For *
provisions of Section 228 and other
applicable provisions of the
Companies Act, 1956, Messrs. Lodha &
Co., Chartered Accountants, as Branch
Auditors of the Company, to audit the
accounts in respect of the Company s
Rajashree Cement Division and Birla
White Cement Division and hold office
until the conclusion of the next AGM
of the Company at a remuneration of
INR 9,000,000 plus service tax as
applicable and reimbursement of
actual out of pocket expenses, as may
be incurred in the performance of
their duties
S.6.C Re-appoint, pursuant to the Mgmt For *
provisions of Section 228 and other
applicable provisions of the
Companies Act, 1956, Messrs.
Vidyarthi & Sons, Chartered
Accountants, as Branch Auditors of
the Company, to audit the accounts in
respect of the Company s Vikram
Woollens Division and hold office
until the conclusion of the next AGM
of the Company at a remuneration of
INR 1,000,000 plus service tax as
applicable and reimbursement of
actual out of pocket expenses, as may
be incurred in the performance of
S.9 Approve, pursuant to the applicable Mgmt For *
guidelines of the Securities and
Exchange Board of India SEBI and all
other applicable laws, rules,
guidelines, regulations, provisions
of the other authorities and which
may become applicable hereafter, to
delist the shares of the Company from
any one or more stock exchanges where
the Company s shares are listed and
in particular, the following stock
exchanges: i) The Stock Exchange,
Ahmedabad; ii) The Calcutta Stock
Exchange Association Limited; iii)
Cochin Stock Exchange Limited; iv)
The Delhi Stock Exchange Association
Limited; v) The Madhya Pradesh Stock
Exchange, Indore; and vi) Madras
Stock Exchange Limited as the Board
of Directors may, in their absolute
discretion, consider appropriate and
proper without giving an exit option
to the shareholders of the regions
where the aforesaid stock exchanges
are situated on the terms and
conditions as may be stipulated and
mutually agreed to in the best
interest of the Company; after taking
into account various factors such as
but not limited to the incidence,
impact or burden of the cost of
listing fees payable to the stock
exchanges and the volume of trading
in the relevant stock
- -------------------------------------------------------------------------------------------------------
HANA MICROELECTRONICS PUBLIC CO LTD (FORMERLY Agenda: 700483706
HANA MICROELECTRONIC CO LTD)
CUSIP: Y29974139 Meeting Type: AGM
Ticker: Meeting Date: 4/30/2004 ISIN: TH0324010Z12
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
PLEASE NOTE THAT PARTIAL AND SPLIT Non-
VOTING ARE ALLOWED. THANK YOU. Voting
1. Approve the minutes of the AGM Mgmt no action
10. Amend Clause 4 of the Company s Mgmt no action
Memorandum of Association to be in
the line with the change of the par
value of its shares
11. Amend Article 4 under Chapter 2 of Mgmt no action
the Company s Article of Association
to be in line with the change of the
par value of its shares
12. Approve the additional reserve of Mgmt no action
shares for warrant conversion due to
new exercise ratio
13. Approve the issuance of warrant with Mgmt no action
the exercise price set not below
market price amounting to 7,500,000
units and allocating to the
Directors and the employees of the
Company and its Subsidiaries
14. Approve the exercise of the warrants Mgmt no action
issued pursuant to Resolution 13, to
approve the reservation of 7,500,000
newly issued ordinary shares at the
par value of BHT 1 par shares
15. Approve the allocation of the Mgmt no action
unissued shares
16. Approve the allocation of warrants to Mgmt no action
the Directors and the employees of
the Company and its Subsidiaries who
are eligible to receive the warrants
with the amount exceeding 5% of total
issuing unit of warrants
17. Approve the purchase of shares and or Mgmt no action
assets of Hana Semiconductor
(Ayutthaya) Co. Ltd. from a
Subsidiary Co.
18. Transact any other business Other no action
2. Approve the Board of Directors Mgmt no action
report on the Company s operation of
the past year and the annual report
3. Approve the balance sheet and the Mgmt no action
profit and loss statement for the FYE
31 DEC 2003
4. Appoint the Directors in place of Mgmt no action
those retired by rotation and fix the
Director s remuneration
5. Approve the declaration of dividend Mgmt no action
payment for the year 2003
6. Appoint the Auditor of the Company Mgmt no action
for the year 2004 and fix their
remuneration
7. Amend Article 7 in Clause 3 (OBJ) of Mgmt no action
the Company s Memorandum of
8. Approve the addition to Article 50 Mgmt no action
under Chapter 9 of the Company s
Articles of Association
9. Approve to change the par value of Mgmt no action
the Company s shares par split from
BHT 5 to BHT 1
- -------------------------------------------------------------------------------------------------------
HANIL CEMENT CO LTD Agenda: 700461243
CUSIP: Y3050K101 Meeting Type: AGM
Ticker: Meeting Date: 3/12/2004 ISIN: KR7003300001
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve the financial statements Mgmt For *
2. Approve the partial amendment to the Mgmt For *
Articles of Incorporation
3.A Elect Mr. Gee Ho, Hur, as a Director Mgmt For *
3.B Elect Mr. Bang Youn, Han, as a Mgmt For *
3.C Elect Mr. Seung Doo, Baik, as a Mgmt For *
Director
4. Approve the limit of remuneration for Mgmt For *
the Directors
5. Approve the limit of remuneration for Mgmt For *
the Auditors
- -------------------------------------------------------------------------------------------------------
HANKUK ELECTRIC GLASS CO LTD Agenda: 700453044
CUSIP: Y3060A101 Meeting Type: AGM
Ticker: Meeting Date: 3/25/2004 ISIN: KR7009720004
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve the financial statements Mgmt For *
2. Amend the Articles of Incorporation Mgmt Abstain *
3.1 Elect Mr. Myunghwan Oh as an Outside Mgmt For *
Director
3.2 Elect Mr. Jaekyu Lee as an Outside Mgmt For *
Director
4. Elect Mr. Umemotosukichi and Mr. Mgmt For *
Gunoh Kim as the Auditors
5. Approve the limit of remuneration for Mgmt Abstain *
the Directors
6. Approve the limit of remuneration for Mgmt For *
the Auditors
7. Amend the Retirement Benefit Plan for Mgmt Abstain *
Directors
- -------------------------------------------------------------------------------------------------------
H D F C BANK LTD Agenda: 700513155
CUSIP: Y3119P117 Meeting Type: AGM
Ticker: Meeting Date: 5/26/2004 ISIN: INE040A01018
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve and adopt the audited balance Mgmt For *
sheet as at 31 MAR 2004 and the
profit and loss account for the YE on
that date and the reports of the
Directors and Auditors
11. Approve that in supersession of the Mgmt For *
resolution passed by the Bank under
section 293 (1) (d) of the Companies
Act, 1956 in the EGM of the members
held on 14 SEP 1994, thereby limiting
the borrowing powers of the Board of
Directors of the Bank up to Rs. l,000
crores Rupees One Thousand Crores,
the Board of Directors of the Bank be
and is hereby authorized to borrow,
for the purpose of business of the
Bank, such sum or sums of monies as
they may deem necessary,
notwithstanding the fact that the
monies borrowed and the monies to be
borrowed from time to time apart from
acceptances of deposits of money from
public repayable on demand or
otherwise and withdrawable by cheque,
draft, order or otherwise and/or
temporary loans obtained in the
ordinary course of business from
banks, whether in India or outside
India will exceed the aggregate of
the paid up capital of the Bank and
its free reserves i.e, to say
reserves not set apart for any
specific purpose, provided that the
total outstanding amount of such
borrowings shall not exceed Rs. 5,000
crores Rupees Five Thousand Crores
over and above the aggregate of the
paid up capital of the Bank and its
free reserves at any time
2. Declare a dividend Mgmt For *
3. Re-appoint Dr V. R. Gadwal as a Mgmt For *
Director who retires by rotation
4. Re-appoint Mrs. Renu Kamed as a Mgmt For *
Director who retires by rotation
5. Re-appoint M/s. P. C. Hansotia & Co., Mgmt For *
Chartered Accountants, as the
Auditors of the Bank to hold the
office from the conclusion of this
meeting until the conclusion of the
next AGM by the Audit and Compliance
Committee of the Board in the best of
interest of the Bank for the purpose
of audit of the Bank s accounts at
its head office, regional and the
branch offices
6. Appoint Mr. Bobby Parikh as a Mgmt For *
Director of the Bank who retires by
7. Appoint Mr. Ranjan Kapur as a Mgmt For *
Director of the Bank who retires by
S.10 Approve, pursuant to the applicable Mgmt For *
provisions of the Securities and
Exchange Board of India Delisting of
Securities Guidelines, 2003
hereinafter referred to as the
Delisting Guidelines and subject to
the provisions of the Companies Act,
1955, Including any statutory
modification(s) or re-enactment
thereof for the time being in force
Securities Contracts Regulation Act,
1956 arid the Rules framed
thereunder, Listing Agreement and all
other applicable rules, regulations
and guidelines and subject to the
approvals, consents, permissions or
sanctions of the Securities and
Exchange Board of India, Stock
Exchanges where the shares of the
Bank are listed and any other
appropriate authorities, Institutions
or regulators as may be necessary and
subject to such conditions and
modifications, if any, as may be
prescribed or imposed by any such
authorities while granting such
approvals, permissions and sanctions,
which may be agreed to by the Board
of Directors of the Bank hereinafter
referred to as Board which term shall
be deemed to include any Committee
there of for the time being
exercising the powers conferred on
the Board by this Resolution, the
consent of the Bank be and is hereby
accorded to the Board to delist the
equity shares of the Bank from The
Stock Exchange, Ahmedabad ASE at such
time as the Board may decide; and
authorize the Board or any Committee
to do all such acts, deeds, matters
and things as it may, in its abso1ute
discretion, deem necessary for such
purpose and with power on behalf of
the Bank to settle any questions,
difficulties or doubts that may arise
in this regard without requiring the
Board to secure any further consent
or approval of the
S.8 Re-appoint Mr. Jagdish Capoor as a Mgmt For *
part-time Chairman of the Bank
pursuant to the applicable provisions
of the Companies Act, 1956, Section
35-B and other applicable provisions,
for the period of three 3 years with
effect from 06 JUL 2004 and the
revision in the existing remuneration
and perquisites; and approve that
with effect from the date of re-
appointment, Mr. Jagdish Capoor be
also retained to render extra
services of non-executive nature in
areas like internal audit,
inspection, vigilance, compliance,
etc; and in case of absence or
inadequacy of profit in any FY the
aforesaid remuneration shall be paid
to Mr. Jagdish Capoor as minimum
remuneration; and the services of Mr.
Capoor are terminated by the Bank
without any default/ breech on the
part of Mr. Capoor he shall be
entitled to receive as a termination
allowance an amount equal to the
salary that he would have otherwise
received for the remainder of his
tenure, had the said services not
been terminated; and authorize the
Board to do all such acts, deeds and
things and to execute any agreements,
S.9 Re-appoint Mr. Aditya Puri as a Mgmt For *
Managing Director of the
Bank pursuant to the applicable
provisions of the Companies Act,
1956, Section 35-B and other
applicable provisions, for the period
from 30 SEP 2005 to 31 MAR 2007 and
the revision in the existing
remuneration and perquisites; and in
case of absence or inadequacy of
profit in any FY the aforesaid
remuneration shall be paid to Mr.
Puri as minimum remuneration; and if
the services of Mr. Puri are
terminated by the Bank without any
default/breach on the part of Mr.
Puri he shall be entitled to receive
as a termination allowance an amount
equal to the salary perquisites and
benefits that he would have otherwise
received for the remainder of his
tenure, had the said services not
been terminated; and authorize the
Board to do all such acts, deeds and
things and to execute any agreements,
documents or instructions as may be
- -------------------------------------------------------------------------------------------------------
HIGH TECH COMPUTER CORP Agenda: 700495927
CUSIP: Y3194T109 Meeting Type: AGM
Ticker: Meeting Date: 6/16/2004 ISIN: TW0002498003
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
AS PER TRUST ASSOCIATION S PROXY Non-
VOTING GUIDELINES, EVERY SHAREHOLDER Voting
IS ELIGIBLE TO BE NOMINATED AS A
CANDIDATE AND BE ELECTED AS A
DIRECTOR OR A SUPERVISOR, REGARDLESS
OF BEING RECOMMENDED BY THE COMPANY
AND/OR BY OTHER PARTIES. IF YOU
INTEND TO VOTE FOR A LISTED
CANDIDATE, YOU WILL NEED TO CONTACT
THE CANDIDATE AND/OR THE ISSUING
COMPANY TO OBTAIN THE CANDIDATE S
NAME AND ID NUMBER. WITHOUT SUCH
SPECIFIC INFORMATION, AN ELECTION
1.1 Approve to report the 2003 operation Mgmt For *
report
1.2 Approve to report the Supervisor Mgmt For *
review of year 2003 financial report
1.3 Approve to report the status of the Mgmt For *
merger
1.4 Approve to report the status of Mgmt For *
investment in Mainland China
2.1 Approve the 2003 financial report Mgmt For *
2.2 Approve the 2003 earning Mgmt For *
2.3 Approve the capitalization of 2003 Mgmt Abstain *
dividend and employee profit sharing
2.4 Approve to revise the trading Mgmt Abstain *
procedure of derivative products
2.5 Approve to revise the memorandum and Mgmt Abstain *
Articles of Association
3. Re-elect the Directors and Mgmt For *
4. Approve to release the conflict of Mgmt For *
plurality of Directors
5. Other motions Other For *
- -------------------------------------------------------------------------------------------------------
HONG KONG EXCHANGES AND CLEARING LTD Agenda: 700466217
CUSIP: Y3506N105 Meeting Type: AGM
Ticker: Meeting Date: 3/31/2004 ISIN: HK0388009489
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
PLEASE NOTE THAT IN ORDER TO SELECT Non-
WHICH TWO CANDIDATES WILL BE ELECTED Voting
DIRECTORS, THE RESOLUTIONS THEMSELVES
CONTAIN A METHOD OF DETERMINING
SUPPORT FOR A CANDIDATE. EACH
RESOLUTION FOR THE APPOINTMENT OF
DIRECTOR TO BE PROPOSED AT THE AGM
WILL PROVIDE AS FOLLOWS: THAT SUBJECT
TO THE NUMBER OF NET VOTES CAST IN
RELATION TO THIS RESOLUTION (NET
VOTES BEING VOTES CAST IN FAVOUR
MINUS VOTES CAST AGAINST THIS
RESOLUTION) BEING AMONG THE TWO
HIGHEST NUMBER OF NET VOTES CAST ON
EACH OF THE RESOLUTIONS FOR THE
APPOINTMENT OF A PERSON AS A DIRECTOR
OF THE COMPANY AT THE AGM TO BE HELD
ON 31MAR2004, (NAME OF CANDIDATE) BE
AND IS HEREBY APPOINTED AS DIRECTOR
OF THE COMPANY WITH EFFECT FROM THE
CONCLUSION OF THE AGM, PROVIDED THAT
IF ANY TWO OR MORE OF SUCH
RESOLUTIONS RECORD THE SAME NUMBER OF
NET VOTES (THE TIED RESOLUTONS), THE
RANKING OF THE TIED RESOLUTIONS FROM
HIGHEST TO LOWEST NUMBER OF NET VOTES
SHALL BE DETERMINED BY THE DRAWING OF
LOTS BY THE CHAIRMAN OF
1. Receive and approve the audited Mgmt For *
accounts for YE 31 DEC 2003 together
with reports of the Directors and the
Auditors thereon
2. Declare a final dividend Mgmt For *
3. Declare a special dividend Mgmt For *
4.1 Elect Mr. John Estmond Strickland as Mgmt For *
a Director
4.2 Elect Mr. Wong Si Hung Oscar as a Mgmt For *
Director
5. Re-appoint the Auditors and authorize Mgmt For *
the Directors to fix their
6.A Authorize the Directors of HKEx, Mgmt Abstain *
pursuant to Section 57B of the
Companies Ordinance, to allot, issue
and deal with additional shares of
HKD 1.00 each in the capital of HKEx
and to make or grant offers,
agreements and options including
bonds, warrants and debentures
convertible into shares of HKEx,
subject to and in accordance with the
requirements of the Rules Governing
the Listing of Securities on the
Stock Exchange, during and after the
relevant period, not exceeding 20% of
the aggregate nominal amount of the
issued share capital of the Company
at the date of passing this
resolution, otherwise than pursuant
to i) a rights issue; or ii) an issue
of shares as scrip dividend pursuant
to the Articles of Association of
HKEx from time to time; iii) exercise
of rights or subscription or
conversion under the terms of any
warrant or other securities issued by
the Company carrying a right to
subscribe for or purchase shares in
the Company; iii) an issue of shares
under any option scheme of the
Company or similar arrangement; iv)
an issue of shares in HKEx upon the
exercise of the subscription rights
attaching to any warrants issued by
HKEx provided that the issue of such
warrants; Authority expires the
earlier of the conclusion of the next
AGM of HKEx or the expiration of the
period within which the next AGM of
6.B Authorize the Directors to repurchase Mgmt For *
shares of HKEx on the Stock Exchange
of Hong Kong Limited Stock Exchange
or any other stock exchange on which
the securities of the Company may be
listed and recognized by the
Securities and Futures Commission and
the Stock Exchange for this purpose,
during the relevant period, subject
to and in accordance with all
applicable laws and/or requirements
of the rules governing the listing of
securities on the Stock Exchange or
any other stock exchange, not
exceeding 10% of the aggregate
nominal amount of the issued share
capital of HKEx at the date of
passing this resolution; Authority
expires the earlier of the conclusion
of the next AGM of the Company or the
expiration of the period within which
the next AGM of HKEx is
6.C Approve, conditional upon the passing Mgmt For *
of Resolutions 6.I and 6.II, to
extend the general mandate granted to
the Directors of the Company to
allot, issue and deal with additional
shares, pursuant to Resolution 6.I by
adding thereto an amount representing
the aggregate nominal amount of the
share capital of the Company
repurchased by HKEx pursuant to
Resolution 6.II, provided that such
amount does not exceed 10% of the
aggregate nominal amount of the
issued share capital of the Company
at the date of passing this
6.D Approve that a remuneration of HKD Mgmt For *
100,000 be paid to each of the Non-
Executive Directors of HKEx at the
conclusion of the next AGM of HKEx
for the period from the conclusion of
this meeting to the conclusion of the
next AGM of HKEx, provided that such
remuneration be paid in proportion to
the period of service in the case if
a Director who has not served the
entire period
6.E Approve, conditional upon: a) the Mgmt Against *
passing of Resolution 3; b) the per
share amount of such special cash
dividend payable to shareholders of
HKEx being not less than 2% of the
closing price of the shares of HKEx
on the Stock Exchange as stated in
the Stock Exchange s daily quotations
sheet on the day the announcement of
the proposal to pay such special cash
dividend is published in Hong Kong
newspapers or, if such day is not a
trading day, the first trading day
thereafter; and c) obtaining the
consent of the relevant option
holder, to i) that the subscription
price per share pre-listing option
subscription price and the contract
size for the unexercised portion of
each option that has been granted
under the pre-listing share option
scheme Pre-Listing Share Option
Scheme of HKEx adopted on 31 MAY 2000
but not fully exercised on the date
of passing of this resolution and ii)
the subscription price per share
Post-Listing Option Subscription
Price and the contract size for the
unexercised portion of each option
that has been granted under the share
option scheme Post Listing Share
Option Scheme of HKEx adopted on 31
MAY 2000 and amended on 17 APR 2002
but not fully exercised on the date
of passing of this resolution, be
adjusted as prescribed; and for the
avoidance of any doubt, any refusal
to give consent on the party of an
option holder shall not affect the
adjustment of the Pre-Listing Option
Subscription Price, the Post-Listing
Subscription Price and/or the
contract size in accordance with this
resolution in relation to the
S.6.F Approve, subject to the written Mgmt For *
approval of the Securities and
Futures Commission pursuant to
Section 67 of the Securities and
Futures Ordinance, to: a) amend
Article 2 of the Articles of
Association of HKEx by adding a new
definition; b) delete Article 70(1)
of the Articles of Association of
HKEx and replace it with a new
Article 70(1); c) add a new Article
79A; d) deleting Article 90(2)(b) of
the Articles of Association and
replacing it with a new Article
90(2)(b); e) delete Article 94(1) of
the Articles of Association of HKEx
and replacing it with a new Article
94(1); f) deleting Article 95(h) of
the Articles of Association of HKEx
and replacing it with a new Article
95(h); and g) delete Article 101(7)
to (10) of the Articles of
Association of HKEx and replacing it
- -------------------------------------------------------------------------------------------------------
HOUSING DEVELOPMENT FINANCE CORP LTD Agenda: 700386964
CUSIP: Y37246157 Meeting Type: AGM
Ticker: Meeting Date: 7/18/2003 ISIN: INE001A01028
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Consider and adopt the audited profit Mgmt For *
and loss account for the YE 31 MAR
2003, the balance sheet as at that
date and the reports of the Directors
and the Auditors thereon
10. Approve, pursuant to the provisions Mgmt For *
of Section 198, 269, 309 and other
applicable provisions of the
Companies Act, 1956, the re-
appointment of Ms. Renu S. Karnad as
the Executive Director of the
Corporation (designated as Chairman),
for a period of 5 years with effect
from 03 MAY 2003, upon the terms and
conditions including remuneration and
authorize the Board of Director to
alter and vary the terms and
conditions of the said reappointment
and/or agreement (including
authority, from time to time, to
determine the amount of salary and
commission as also the type and
amount of perquisites and other
benefits payable to Ms. Renu S.
Karnad), in such manner as may be
agreed to between the Board of
Directors and Ms. Renu S. Karnad;
provided that the remuneration to Ms.
Renu S. Karnad shall not exceed the
limits prescribed under Schedule XIII
to the Companies Ac, 1956, including
any amendment, modification,
variation or re-enactment thereof;
and in the event of any loss, absence
or inadequacy of profits in any FY,
during the term of office of Ms. Renu
S. Karnad, the remuneration, payable
to her by way of salary, allowances,
commission and perquisites shall not,
without the approval of the Central
Government, exceed the limits
prescribed under the Companies Act,
1956, or any amendments,
modification, variation or re-
enactment thereof; and consequent
upon the change in remuneration
structure of Mr. Deepak S. Parekh and
Ms. Renu S. Karnad, as herein
approved, the consent of the members
be and is hereby accorded pursuant to
the provisions of Sections 198, 269,
309, 310, 311 and other applicable
provisions of the Companies Act, 1956
to the corresponding revision in the
remuneration structure of Mr. K.M.
Mistry, Managing Director and Mr.
R.V.S. Rao, Executive Director
without any further approval from the
members; provided however that the
other terms and conditions as set out
in the agreement entered with Mr.
K.M. Mistry and Mr. R.V.S. Rao, as
approved by the members at the AGM of
17 JUL 2001 and EGM held on 02 DEC
2002, respectively as regards their
appointment and remuneration shall
remain unchanged; and authorize the
Board of Directors to do all such
acts, deeds and things and execute
all such documents, instruments and
writings as may be required and to
delegate all or any of its powers
herein conferred to any Committee of
Directors or Director(s) to give
2. Declare a dividend of INR 11 per Mgmt For *
share, will be paid immediately afte
the AGM: in respect of the shares
held in physical form, to those
shareholders whose names appear on
the Register of Members as at the end
of business on 02 JUL 2003; and in
respect of shares held in electronic
form, to those shareholders whose
names appear in the satement of
benefical ownership maintained by the
Depositories as at the end of
business on 02 JUL 2003
3. Re-appoint Mr. S.B. Patel as a Mgmt For *
Director, who retires by rotation
4. Re-appoint Mr. B.S. Mehta as a Mgmt For *
Director, who retires by rotation
5. Re-appoint Mr. S.A. Dave as a Mgmt For *
Director, who retires by rotation
6. Re-appoint Mr. S. Venkitaramanan as a Mgmt For *
Director, who retires by rotation
8. PLEASE NOTE THAT THIS RESOLUTION WILL Mgmt For *
BE PASSED AS A SPECIAL RESOLUTION IN
THE EVENT OF THE PROVISIONS OF
SECTION 224A OF THE COMPANIES ACT
1956 BECOMING APPLICABLE: Re-appoint
Messrs. Pannell Kerr Forster,
Chartered Accountants, as branch
Auditors of the Corporation for the
purpose of audit of the accounts for
the Corporation s branch office at
Dubai until the conclusion of the
next AGM, on such terms and
conditions and on such remuneration
as may be fixed by the Board of
Directors of the Corporation,
depending upon the nature and scope
9. Approve, pursuant to the provisions Mgmt For *
of Section 198, 269, 309 and other
applicable provisions of the
Companies Act, 1956, the re-
appointment of Mr. Deepak S. Parekh
as the Managing Director of the
Corporation (designated as Chairman),
for a period of 3 years with effect
from 01 MAR 2003, upon the terms and
conditions including remuneration and
authorize the Board of Directors to
alter and vary the terms and
conditions of the said reappointment
and/or agreement (including
authority, from time to time, to
determine the amount of salary and
commission as also the type and
amount of perquisites and other
benefits payable to Mr. Deepak S.
Parekh), in such manner as may be
agreed to between the Board of
Directors and Mr. Deepak S. Parekh;
provided that the remuneration to Mr.
Deepak S. Parekh shall not exceed the
limits prescribed under Schedule XIII
to the Companies Act, 1956, including
any amendment,
S.7 Re-appoint Messrs. S.B. Billimoria & Mgmt For *
Company, Chartered Accountants as the
Auditors of the Corporation until the
conclusion of the next AGM, on a
remuneration of INR 25,000,000 plus
applicable service tax and
reimbursement of out-of-pocket
expenses incurred by them for the
purpose of audit of the Corporation s
accounts at the head office and at
all branch offices of the Corporation
in India
- -------------------------------------------------------------------------------------------------------
HUNG HING PRINTING GROUP LTD Agenda: 700393820
CUSIP: Y3779N105 Meeting Type: AGM
Ticker: Meeting Date: 8/20/2003 ISIN: HK0450001869
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive and consider the audited Mgmt For *
financial statements and the reports
of the Directors and the Auditors for
the FYE 31 MAR 2003
2. Declare a final dividend for the YE Mgmt For *
31 MAR 2003
3. Re-elect the Directors and fix their Mgmt For *
remuneration
4. Appoint the Auditors and authorize Mgmt For *
the Directors to fix their
5.A Authorize the Directors to allot, Mgmt Against *
issue and deal with shares of HKD
0.10 in the capital of the Company
and make or grant offers, agreements
and options including bonds, warrants
and debentures convertible into
shares of the Company during and
after the relevant period, not
exceeding 20% of the aggregate
nominal amount of the issued share
capital of the Company at the date of
passing this resolution, otherwise
than pursuant to i) a rights issue;
or ii) any share option scheme or
similar arrangement; or iii) any
scrip dividend or similar
arrangement; Authority expires the
earlier of the conclusion of the next
AGM or the expiration of the period
within which the next AGM is to be
5.B Authorize the Directors to purchase Mgmt For *
shares of HKD 0.10 in the capital of
the Company during the relevant
period, subject to and in accordance
with all applicable laws and
regulations, not exceeding 10% of the
aggregate nominal amount of the
issued share capital at the date of
passing this resolution; Authority
expires the earlier of the conclusion
of the next AGM of the Company or the
expiration of the period within which
the next AGM of the Company is to be
held by law
5.C Approve, conditional upon the passing Mgmt For *
of Resolutions 5.A and 5.B, to add
the aggregate nominal amount of the
share capital of the Company
purchased by the Company pursuant to
Resolution 5.B, to the aggregate
nominal amount of the share capital
of the Company that may be allotted
pursuant to Resolution 5.A, provided
that such amount shall not exceed 10%
of the aggregate nominal amount of
the issued share capital of the
Company at the date of passing this
- -------------------------------------------------------------------------------------------------------
HUNG POO CONSTRUCTION CORPORATION Agenda: 700465037
CUSIP: Y37808105 Meeting Type: AGM
Ticker: Meeting Date: 5/18/2004 ISIN: TW0002536000
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1.1 Receive the business operation result Mgmt For *
and the financial reports for the FY
2003
1.2 Approve the Supervisors review Mgmt For *
financial reports of FY 2003
1.3 Ratify financial reports of FY 2003 Mgmt For *
2.1 Approve to discuss net profit Mgmt For *
allocation; cash dividend: TWD 1.5
per share
2.2 Amend a part of the Company Articles Mgmt Abstain *
3. Approve to nominate Directors and the Mgmt For *
Supervisors
4. Others and extraordinary proposals Other Abstain *
- -------------------------------------------------------------------------------------------------------
HYOSUNG CORPORATION Agenda: 700452840
CUSIP: Y3818Y120 Meeting Type: AGM
Ticker: Meeting Date: 2/27/2004 ISIN: KR7004800009
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve the balance sheet, the Mgmt For *
disposition of retained earning and
the statement of profit and loss
2. Elect the Directors Mgmt For *
3. Elect a Member of Audit Committee Mgmt For *
4. Approve the remuneration limit for Mgmt For *
Directors
- -------------------------------------------------------------------------------------------------------
HYUNDAI DEVELOPMENT CO - ENGINEERING & Agenda: 700463716
CONSTRUCTION
CUSIP: Y38397108 Meeting Type: AGM
Ticker: Meeting Date: 3/19/2004 ISIN: KR7012630000
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve the 27th balance sheet, Mgmt For *
income statement and the proposed
disposition of the retained earnings
of the year 2003
2. Appoint the Directors Mgmt For *
3. Appoint the Audit Committee member Mgmt For *
who is the External Director
4. Approve the remuneration limit for Mgmt For *
the Directors
- -------------------------------------------------------------------------------------------------------
KEC CORP Agenda: 700457181
CUSIP: Y38515105 Meeting Type: AGM
Ticker: Meeting Date: 3/12/2004 ISIN: KR7006200000
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve the financial statements Mgmt For *
2. Approve the partial amendment to Mgmt Abstain *
Articles of Incorporation
3. Elect the Directors including Mgmt For *
outside Directors
4. Approve the decision of limit of Mgmt For *
remuneration for Directors
5. Approve the decision of limit of Mgmt Abstain *
remuneration for Auditors
- -------------------------------------------------------------------------------------------------------
ICICI BANK LTD Agenda: 700398818
CUSIP: Y38575109 Meeting Type: AGM
Ticker: Meeting Date: 8/25/2003 ISIN: INE090A01013
For/Against
Proposal Type Vote Management
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1. Receive and adopt the audited profit Mgmt For *
and loss account for the FYE 31 MAR
2003 and approve the balance sheet as
at the date together with the
reports of the Directors and the
10. Appoint Mr. P.C. Ghosh as a Director Mgmt For *
of the Company, in respect of whom
the Company has received notice in
writing along with a deposit of INR
500 for each notice, under the
provisions of Section 257 of the
11. Appoint Mr. M.K. Sharma as a Director Mgmt For *
of the Company, in respect of whom
the Company has received notice in
writing along with a deposit of INR
500 for each notice, under the
provisions of Section 257 of the
12. Approve that the partial modification Mgmt For *
of the Resolution passed by the
Members at the 8th AGM held on 16 SEP
2002, vide item no.14 of the notice
convening that meeting, relating to
appointment of and payment of
remuneration to Ms. Lalita D. Gupta
as the Joint Managing Director, the
salary range of M/s. Lalita D. Gupte,
Joint Managing Director, be revised
to INR 200,000 to INR 650,000 per
month, subject to the approval of
Reserve Bank of India, other terms
and conditions remaining the same
2. Declare a dividend on preference Mgmt For *
3. Declare a dividend on equity shares Mgmt For *
4. Re-appoint Mr. Somesh R. Sathe as a Mgmt For *
Director, who retires by rotation
5. Re-appoint Mr. Anupam Puri as a Mgmt For *
Director, who retires by rotation
6. Re-appoint Prof. Marti G. Mgmt For *
Subrahmanyam as a Director, who
7. Re-appoint Ms. Kalpana Morparia as a Mgmt For *
Director, who retires by rotation
8. Appoint, pursuant to the provisions Mgmt For *
of Sections 224, 225 and other
applicable provisions, if any, of the
Companies Act, 1956 and the Banking
Regulation Act 1949, S.R. Batliboi &
Co., Chartered Accountants, as the
Statutory Auditors of the Company
until conclusion of the next AGM of
the Company and approve to fix the
remuneration by the Board of
Directors of the Company, based on
the recommendation of the Audit
Committee in addition to
reimbursement of all out-of-pocket
expenses in connection with the audit
of the accounts of the Company for
9. Authorize the Directors of the Mgmt For *
Company, pursuant to the provisions
of Section 228 and other applicable
provisions, if any, of the Companies
Act, 1956 and the Banking Regulation
Act, 1949, to appoint Branch
Auditors, in consultation with the
Statutory Auditors, as and when
required, to audit the accounts in
respect of the Company s
branches/offices in India and aboard
and approve to fix their
remuneration, based on the
recommendation of the Audit
Committee, in addition to
reimbursement of all out-of-pocket
S.13 Approve that subject to the Mgmt For *
provisions of the Companies Act,
1956, and the Rules framed
thereunder, the Listing Agreements,
the Securities and Exchange Board of
India Delisting of Securities
Guidelines - 2003, and all other
applicable laws, rules, regulations
and guidelines and subject to such
approvals permissions and sanctions
as may be necessary and subject to
such conditions and modifications as
may be prescribed or imposed by the
authority while granting such
approvals, permissions and sanctions,
which may be agreed to by the Board
of Directors, the consent of the
Company be and is hereby accorded to
the Board to delist the equity shares
of the Company from the Calcutta
Stock Exchange Association Limited,
Delhi Stock Exchange Association
Limited and Madras Stock Exchange
Limited as also to delist the equity
shares and bonds of the Company from
the Vadodara Stock Exchange Limited
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ICICI BANK LTD Agenda: 700455911
CUSIP: Y38575109 Meeting Type: EGM
Ticker: Meeting Date: 3/12/2004 ISIN: INE090A01013
For/Against
Proposal Type Vote Management
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2. Re-appoint Ms. Lalita D. Gupte, Mgmt For *
subject to the applicable provisions
of the Companies Act, 1956 and the
Banking Regulation Act, 1949 and
subject to the provisions of the
Articles of Association of ICICI Bank
Limited (the Bank), as Joint Managing
Director of the Bank for the period
24 JUN 2004 to 31 OCT 2006 or the
same remuneration as currently
applicable; and authorize the Board
or any Committee thereof to decide
the remuneration (salary perquisites
and bonus) payable to her within the
terms mentioned above, subject to
such approvals as may be required;
and approve that in the event of
absence or inadequacy of net profit
in any financial year, the
remuneration payable to Ms. Lalita D.
Gupte shall be governed by Section II
of Part II of Schedule XIII of the
Companies Act, 1956. or any
modification(s) thereto; and approve
that Ms. Lalita D. Gupta shall not be
subject to retirement by rotation
during her tenure as Joint Managing
Director provided that if at any
time, the number of Directors as are
not subject to retirement by rotation
exceeds one-third of the total number
of Directors for the time being, then
Ms. Lalita D. Gupta shall be liable
to retire by rotation in accordance
with Article 161(d) of the Articles
of Association of the Bank to the
intent that the number of Directors
not liable to retirement by rotation
shall not exceed one-third of the
total number of Directors for the
time being, provided further that if
Ms. Lalita Gupta is re-appointed as a
Director immediately on retirement by
rotation, she shall continue to hold
her office of Joint Managing Director
and such re- appointment as a
Director shall not be deemed to
constitute a break in
S.1 Authorize the Board of Directors of Mgmt For *
the Bank Board to include any
Committee(s) to be constituted by the
Board, pursuant to the provisions of
Section 81 and other applicable
provisions, if any, of the Companies
Act. 1956 (including any amendment
thereto), and in accordance with the
provisions of the Memorandum and
Articles of Association of ICICI Bank
Limited (the Bank) and the
regulations/guidelines if any,
prescribed by the Securities and
Exchange Board of India or any other
relevant authority from time to tine,
to the extent applicable, and subject
to such approvals, consents,
permissions and sanctions as might be
required and subject to such
conditions as may be prescribed while
granting such approvals, consents,
permissions and sanctions, to create,
issue, offer and allot (including
with provision for reservation on
firm and/on competitive basis of such
part of issue and of such categories
of persons as may be permitted) in
the course of one or more public or
private offerings in domestic and/or
one or more international market(s),
equity shares and/or equity shares
through depository receipts and/or
convertible bonds and/or securities
convertible into equity shares at the
option of the Bank and/or the
holder(s) of such securities, and/or
securities linked to equity shares
and/or securities with or without
detachable/ non- detachable warrants
with a right exercisable by the
warrant-holder to subscribe for
equity shares and/or warrants with an
option exercisable by the warrant-
holder to subscribe for equity
shares, and/or any instruments or
securities representing either equity
shares and/or convertible securities
linked to equity shares securities,
to eligible investors (whether
residents and/or non-residents and/or
institutions/banks and/or
incorporated bodies and/or
individuals and/or trustees and/or
stabilizing agent or otherwise, and
whether or not such investors are
members of the Bank), through
prospectus and/or letter of offer or
circular end/or on public end/or
private/preferential placement basis,
for, or which upon exercise or
conversion of all securities so
issued and allotted could give rise
to the issue of an aggregate face
value of equity shares of up to 10%
of the authorized equity share
capital of the Bank at the relevant
time(s) of issue of securities, such
issue end allotment to be made at
such time or times, in one or more
trenches, at such price or prices, at
market price or prices or at a
discount or premium to market price
or prices, in such manner and where
necessary in consultation with the
Book Running Lead Managers and/or
underwriters and/or stabilizing agent
and/or other Advisors or otherwise on
such terms and conditions as the
Board, may, in its absolute
discretion, decide at the time of
issue of securities; and approve that
without prejudice to the generality
of the above, the aforesaid issue of
securities may have all or any terms
or combination of terms in accordance
with prevalent market practice
including but not limited to terms
and conditions, relating to payment
of interest, dividend, premium on
redemption at the option of the Bank
and/or holders of any securities, or
variation of the price or period of
conversion of securities into equity
shares or issue of equity shares
during the period of the securities
or terms pertaining to voting rights
or option(s) for early redemption of
securities; approve that the Bank
and/or any agency or body or person
authorized by the Board may issue
depository receipts representing the
underlying equity shares in the
capital of the Bank or such other
securities in negotiable, registered
or bearer form with such features and
attributes as may be required end to
provide for the tradability and free
transferability thereof as per market
practices and regulations; and
authorize the Board to issue and
allot such number of equity shares as
may be required to be issued and
allotted, including issue and
allotment of equity shares upon
conversion of any securities referred
to above or as may be necessary in
accordance with the terms of the
offer, all such equity shares ranking
pari passu inter se and with the then
existing equity shares of the
Bank in all respects; and authorize
the Directors, for the purpose of
giving effect to any offer, issue or
allotment of equity shares or
securities or instruments
representing the same, to do all such
acts, deeds, matters and things as it
may deem necessary or desirable for
such purpose, including without
limitation, the entering into
arrangements for trading, acting as
depository, custodian, registrar,
stabilizing agent, paying and
conversion agent trustee and to issue
any document(s), including but not
limited to Prospectus, and sign
deeds, documents and writings and to
pay any fees, commissions,
remuneration, expenses relating
thereto and to settle all questions,
difficulties or doubts that may arise
in regard to such issue(s) or
allotment(s) as it may, in its
absolute discretion, deem fit; and
authorize the Board to delegate all
or any of the powers herein conferred
to any Committee of Directors or any
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INFORMATICS HOLDINGS LTD Agenda: 700394339
CUSIP: Y4081H109 Meeting Type: AGM
Ticker: Meeting Date: 8/8/2003 ISIN: SG0544000342
For/Against
Proposal Type Vote Management
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1. Receive the audited financial Mgmt For *
statements for the YE 31 MAR 2003 and
the reports of the Directors and the
Auditors
2. Declare a final dividend of 0.5 cents Mgmt For *
per share less 22% income tax and a
special dividend of 0.5 cents per
share less 22% income tax for the YE
31 MAR 2003
3. Approve the Directors fees of SGD Mgmt For *
177,000 for the YE 31 MAR 2003
4.A Re-elect Dr. Wont Tai as a Director, Mgmt For *
who retires in accordance with the
Company s Articles of Association
4.B Re-elect Mr. Frank Yung-Cheng Yung as Mgmt For *
a Director, who retires in
accordance with the Company s
Articles of Association
5. Appoint Messrs.Ernst & Young as the Mgmt For *
Auditors of the Company and authorize
the Directors to fix their
6.I Authorize the Directors, pursuant to Mgmt Against *
Section 161 of the Companies Act
Chapter 50 and Rule 806 of the
Singapore Exchange Securities Trading
Limited, to issue shares and
convertible securities in the
Company, on terms and conditions as
may be determined by the Directors,
subject to the aggregate number of
shares to be issued pursuant to this
resolution not exceeding 50% of the
issued share capital of the Company,
of which the aggregate number of
shares issued other than on a pro-
rata basis to existing Members does
not exceed 20% of the issued capital
of the Company; Authority shall
continue in force until the
conclusion of the next AGM of the
Company or the date by which the next
AGM of the Company is required by
6.II Authorize the Directors to grant Mgmt Against *
options in accordance with the
provisions of The Informatics Group
Share Option Scheme and pursuant to
Section 161 of the Companies Act, Cap
50, to allot and issue such number of
shares in the capital of the Company
not exceeding 15% of the issued
capital of the Company; the aggregate
number of Scheme shares available to
participants who are controlling
shareholders of the Company and their
Associates shall not exceed 25% of
the Scheme shares available under the
Scheme and the number of Scheme
shares available to each participant
who is a controlling shareholder of
the Company or his Associates shall
not exceed 10% of the Scheme shares
available under the
7. Transact any other business Other For *
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INFORMATICS HOLDINGS LTD Agenda: 700394341
CUSIP: Y4081H109 Meeting Type: EGM
Ticker: Meeting Date: 8/8/2003 ISIN: SG0544000342
For/Against
Proposal Type Vote Management
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1. Amend the definitions of Associate, Mgmt For *
Controlling shareholder(s) and option
period in the rules of the
Informatics Group Share Option Scheme
Scheme to be in line with the
definitions in the listing manual and
insert the definition for a new term
immediate family
2. Approve to extend the Scheme for a Mgmt For *
further period 10 years
4. Authorize the Directors to grant Mgmt Against *
options for scheme shares and allot
and issue scheme shares upon the
exercise of such options, provided
that the number of scheme shares
available under the scheme shall not
exceed 15% of the issued capital of
the Company and the aggregate number
scheme shares available to
controlling shareholders shall not
exceed 25% of such available scheme
shares and the number of scheme
shares available to each of such
participants or his associates shall
not exceed 10% of such available
S.3 Amend the Articles of Association by Mgmt For *
deleting Articles 71, 77, 93, 99,
100, 101 and 102 and replacing them
with new articles as prescribed, to
give effect to the recommendation in
the code of corporate governance
issued by the Corporate Governance
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INFORTREND TECHNOLOGY INC Agenda: 700474721
CUSIP: Y40829106 Meeting Type: AGM
Ticker: Meeting Date: 5/28/2004 ISIN: TW0002495009
For/Against
Proposal Type Vote Management
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1.1 Receive the business operation result Mgmt For *
report of the FY 2003
1.2 Receive the Supervisor s financial Mgmt For *
review reports of FY 2003
1.3 Receive the report of meeting rules Mgmt For *
for the Board of Directors for the FY
2003
2.1 Ratify the financial reports of FY Mgmt For *
2.2 Approve the allocation of net profit Mgmt For *
2.3 Approve the issue of new shares; cash Mgmt For *
dividend: TWD 2.5 per share; stock
dividend: FM R/E: 350/1000
2.4 Approve the partial amendments to the Mgmt For *
Company s Articles
3. Others and extraordinary proposals Other For *
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INTERNET AUCTION CO LTD Agenda: 700456002
CUSIP: Y4164Q109 Meeting Type: AGM
Ticker: Meeting Date: 3/26/2004 ISIN: KR7043790005
For/Against
Proposal Type Vote Management
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1. Approve the financial statements Mgmt For *
2. Elect the Directors and the outside Mgmt For *
Directors
3. Elect the Auditors Mgmt For *
4. Approve to limit the remuneration of Mgmt For *
the Directors
5. Approve to limit the remuneration of Mgmt For *
the Auditors
6. Amend the Articles of Incorporation Mgmt For *
partially
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IOI CORPORATION BHD Agenda: 700416692
CUSIP: Y41763106 Meeting Type: AGM
Ticker: Meeting Date: 10/21/2003 ISIN: MYL1961OO001
For/Against
Proposal Type Vote Management
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1. Receive and adopt the Audited Mgmt For *
Financial Statements for the
financial year ended 30 June 2003 and
the Reports of the Directors and
Auditors thereon
2.a Re-elect Datuk Hj Mohd Khalil b Dato Mgmt For *
Hj Mohd Noor as a Director retiring
by rotation pursuant to Article 101
of the Company s Articles of
2.b Re-elect Mr Lee Cheng Leang as a Mgmt For *
Director retiring by rotation
pursuant to Article 101 of the
Company s Articles of Association
3. Re-appoint Mr Chan Fong Ann, as a Mgmt For *
Director who retires pursuant to
Section 129(2) of the Companies Act,
1965 to hold office until the
conclusion of the next AGM
4. Approve to increase in the payment of Mgmt For *
Directors fees to RM 266,000, to be
divided among the Directors in such
manner as the Directors may determine
5. Re-appoint BDO Binder, the retiring Mgmt For *
auditors and to authorise the
Directors to fix their remuneration
6.1 Approve that pursuant to the Mgmt Abstain *
Company s Executive Share Option
Scheme (the Scheme) and the extension
thereon, as approved by the Ordinary
Resolution passed at the
Extraordinary General Meeting held on
8 MAR 1995 and 27 MAR 2000
respectively, the Directors of the
Company be and are hereby authorised
in accordance with Section 132D of
the Companies Act, 1965, to allot and
issue shares in the Company from time
to time in accordance with the
6.2 Approve that pursuant to Section 132D Mgmt Abstain *
of the Companies Act, 1965, the
Directors be and are hereby
authorised with full powers to allot
and issue shares in the Company from
time to time and upon such terms and
conditions and for such purposes as
they may deem fit subject always to
the approval of the relevant
authorities being obtained for such
issue and provided that the aggregate
number of shares to be issued
pursuant to this resolution does not
exceed ten percent (10%) of the
issued share capital for the time
being of the Company and that such
authority shall continue in force
until the conclusion of the next
Annual General Meeting of the Company
and that the Directors be and are
also empowered to obtain the approval
from the Kuala Lumpur Stock Exchange
for the listing of and quotation for
the additional shares so issued
6.3 Approve that, subject to compliance Mgmt For *
with all applicable laws, regulations
and the approval of all relevant
authorities, approval be and is
hereby given to the Company to
utilise up to ten percent (10%) of
the Group s latest audited
shareholders equity, which comprises
the issued and fully paid-up share
capital and reserves of the Group to
purchase up to ten percent (10%) of
the issued and paid-up ordinary share
capital of the Company (Proposed
Purchase) as may be determined by
the Directors of the Company from
time to time through the Kuala Lumpur
Stock Exchange (KLSE) upon such
terms and conditions as the Directors
may deem fit and expedient in the
interest of the Company and shall be
backed by the latest audited retained
earnings and share premium reserves
of the Company; and that at the
discretion of the Directors of the
Company, the shares of the Company to
be purchased are to be cancelled
and/or retained as treasury shares
and distributed as dividends or
resold on the KLSE; and that the
Directors of the Company be and are
hereby empowered generally to do all
acts and things to give effect to the
Proposed Purchase with full powers to
assent to any condition,
modification, revaluation, variation
and/or amendment (if any) as may be
imposed by the relevant authorities
and/or do all such acts and things as
the Directors may deem fit and
expedient in the best interest of the
Company; and that such authority
shall commence immediately upon
passing of this resolution until:(i)
the conclusion of the next Annual
General Meeting of the Company at
which time the authority shall lapse
unless by ordinary resolution passed
at a general meeting, the authority
is renewed either unconditionally or
subject to conditions; (ii) the
expiration of the period within which
the next Annual General Meeting after
that date is required by law to be
held; or (iii) revoked or varied by
ordinary resolution of the
shareholders of the Company at a
general meeting, whichever is earlier
but not so as to prejudice the
completion of purchase(s) by the
Company before the aforesaid expiry
date and, in any event, in accordance
with the provisions of the KLSE
Listing Requirements or any other
relevant authorities
6.4 Approve that approval be and is Mgmt Abstain *
hereby given for the renewal of
Shareholders Mandate for the Company
and its subsidiaries to enter into
Recurrent Related Party Transactions
of a revenue or trading nature which
are necessary for day-to-day
operations involving the interest of
Directors, Major Shareholders or
persons connected with the Directors
and/or Major Shareholders of the
Company and its subsidiaries (
Related Parties), as detailed in
Section 3.4 of the Circular to
Shareholders of the Company dated 29
September 2003 subject to the
following: (a) the transactions are
carried out in the ordinary course of
business on normal commercial terms
which are not more favourable to the
Related Parties than those generally
available to the public and are not
to the detriment of the minority
shareholders of the Company; and (b)
disclosure is made in the annual
report of the aggregate value of
transactions conducted pursuant to
the Shareholders Mandate during the
financial year, and that authority
conferred by this resolution will
commence immediately upon the passing
of this Ordinary Resolution until:
(i) the conclusion of the next Annual
General Meeting of the Company, at
which time it will lapse, unless by a
resolution passed at the meeting, the
authority is renewed; (ii) the
expiration of the period within which
the next Annual General Meeting after
the date it is required to be held
pursuant to Section 143(1) of the
Companies Act, 1965 (the Act) (but
shall not extend to such extension as
may be allowed pursuant to Section
143(2) of the Act); or (iii) revoked
or varied by resolution passed by the
shareholders in general meeting,
whichever is the earlier. and that
the Directors of the Company be and
are hereby authorised to complete and
do all such acts and things as they
may consider expedient or necessary
to give effect to the Proposed
Renewal
7. Transact any other business of which Other For *
due notice shall have been given
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IOI CORPORATION BHD Agenda: 700419636
CUSIP: Y41763106 Meeting Type: EGM
Ticker: Meeting Date: 10/23/2003 ISIN: MYL1961OO001
For/Against
Proposal Type Vote Management
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1. Approve that, subject to approvals Mgmt For *
being obtained from the Kuala Lumpur
Stock Exchange (KLSE) for the listing
of and quotation for the new ordinary
shares to be issued hereunder and all
other relevant authorities, the
Company acquires 3,000,000 ordinary
shares of MYR 1.00 each in and
representing the entire issued and
paid-up share capital of BA from Dato
Lee Yeow Chor, Nagawan Development
Sdn Bhd and Richard Koh Kin Lip for a
purchase consideration of MYR
99,817,000 to be satisfied by MYR
29,945,100 cash and issuance of
13,436,903 new ordinary shares of MYR
0.50 each in IOI at an issue price of
MYR 5.20 per share subject to the
terms and conditions contained in the
conditional sale and purchase
agreement dated 19 MAR 2003 and as
varied by a supplemental agreement
dated 17 APR 2003 between IOI and
Dato Lee Yeow Chor, Nagawan
Development Sdn Bhd and Richard Koh
Kin Lip which upon allotment and
issue, shall rank pari passu in all
respects with the existing issued and
paid up ordinary shares in the
Company except that they will not be
entitled to any dividends, rights,
allotments, distributions or
dividends declared prior to their
date of allotment; and authorize the
Directors of the Company to complete
and give effect to the Proposed
Acquisition of BA and do all acts and
things for and on behalf of the
Company as they may consider
necessary or expedient to give effect
to the acquisition including but not
limited to determining the terms and
conditions of the acquisition,
assenting to any conditions imposed
by any relevant authority and
effecting any modifications,
variations and/or amendments pursuant
thereto and all previous actions
taken by the Board or any Director of
the Board in connection with the
2. Approve that, subject to approvals Mgmt For *
being obtained from the KLSE for the
listing of and quotation for the new
ordinary shares to be issued
hereunder and all other relevant
authorities, the Company acquires
4,000,000 ordinary shares of MYR 1.00
each in and representing the entire
issued and paid-up share capital of
Mayvin (Sabah) Sdn Bhd from Datuk Dr.
Ong Ah Soon, Koon Kok Meng, Lai Ming
Chun @ Lai Poh Lin, Lee Beng Teck,
Lee Tian Wah@ Lim Siew Wah,
Progressive Holdings Sdn Bhd, Rickoh
Holdings Sdn Bhd, Right Lead Sdn Bhd,
Dr Tan Kim Heung, Tan Kang Wye and Ng
Kow @ Ng Hua Ming for a purchase
consideration of MYR 102,212,000 to
be satisfied by MYR 30,664,000 cash
and issuance of 13,759,230 new
ordinary shares of MYR 0.50 each in
IOI at an issue price of MYR 5.20 per
share subject to the terms and
conditions contained in the
conditional sale and purchase
agreement dated 19 MAR 2003 between
IOI and Datuk Dr. Ong Ah Soon, Koon
Kok Meng, Lai Ming Chun @ Lai Poh
Lin, Lee Beng Teck, Lee Tian Wah@ Lim
Siew Wah, Progressive Holdings Sdn
Bhd, Rickoh Holdings Sdn Bhd, Right
Lead Sdn Bhd, Dr Tan Kim Heung, Tan
Kang Wye and Ng Kow @ Ng Hua Ming
which upon allotment and issue, shall
rank pari passu in all respects with
the existing issued and paid up
ordinary shares in the Company except
that they will not be entitled to any
dividends, rights, allotments,
distributions or dividends declared
prior to their date of allotment, and
authorize the Directors of the
Company to complete and give effect
to the Proposed Acquisition of MSSB
and do all acts and things for and on
behalf of the Company as they may
consider necessary or expedient to
give effect to the acquisition
including but not limited to
determining the terms and conditions
of the acquisition, assenting to any
conditions imposed by any relevant
authority and effecting any
modifications, variations and/or
amendments pursuant thereto and all
previous actions taken by the Board
or any Director of the Board in
3. Approve that, subject to approvals Mgmt For *
being obtained from the KLSE for the
listing of and quotation for the new
ordinary shares to be issued
hereunder and all other relevant
authorities, the Company acquires
5,000,000 ordinary shares of MYR 1.00
each in and representing the entire
issued and paid-up share capital of
Pine Capital from Agrimas Sdn Bhd,
Lee Beng Teck, Richard Koh Kin Lip,
Progressive Holdings Sdn Bhd, Right
Lead Sdn Bhd and Rickoh Holdings Sdn
Bhd and settlement of shareholders
advances of MYR 6,000,000 for a total
consideration of MYR 122,506,000 to
be satisfied by MYR 36,751,800 cash
and issuance of 16,491,192 new
ordinary shares of MYR 0.50 each in
the Company at an issue price of MYR
5.20 per share subject to the terms
and conditions contained in the
conditional sale and purchase
agreement dated 19 MAR 2003 and as
varied by a supplemental agreement
dated 17 APR 2003 between IOI and
Agrimas Sdn Bhd, Lee Beng Teck,
Richard Koh Kin Lip, Right Lead Sdn
Bhd, Rickoh Holdings Sdn Bhd and
Progressive Holdings Sdn Bhd which
upon allotment and issue, shall rank
pari passu in all respects with the
existing issued and paid up ordinary
shares in the Company except that
they will not be entitled to any
dividends, rights, allotments,
distributions or dividends declared
prior to their date of allotment; and
authorize the Directors of the
Company to complete and give effect
to the Proposed Acquisition of Pine
Capital and do all acts and things
for and on behalf of the Company as
they may consider necessary or
expedient to give effect to the
acquisition including but not limited
to determining the terms and
conditions of the acquisition,
assenting to any conditions imposed
by any relevant authority and
effecting any modifications,
variations and/or amendments pursuant
thereto and all previous actions
taken by the Board or any Director of
the Board in connection with the
Proposed Acquisition of Pine Capital
4. Approve that, subject to approvals Mgmt For *
being obtained from the KLSE for the
listing of and quotation for the new
ordinary shares to be issued
hereunder and all other relevant
authorities, the Company acquires
5,000,000 ordinary shares of MYR 1.00
each in and representing the entire
issued and paid-up share capital of
Right Purpose from Datuk Koh Kin
Chee, Lucky Portfolio Sdn Bhd,
Richard Koh Kin Lip and Rickoh
Holdings Sdn Bhd for a purchase
consideration of MYR 125,978,000
(subject to the aforesaid adjustment)
(if any) to be satisfied by MYR
37,793,400 cash and issuance of
16,958,577 new ordinary shares of MYR
0.50 each in IOI at an issue price of
MYR 5.20 per share subject to the
terms and conditions contained in the
conditional sale and purchase
agreement dated 19 MAR 2003 between
IOI and Datuk Koh Kin Chee, Lucky
Portfolio Sdn Bhd, Richard Koh Kin
Lip and Rickoh Holdings Sdn Bhd which
upon allotment and issue, shall rank
pari passu in all respects with the
existing issued and paid up ordinary
shares in the Company except that
they will not be entitled to any
dividends, rights, allotments,
distributions or dividends declared
prior to their date of allotment; and
authorize the Directors of the
Company to complete and give effect
to the Proposed Acquisition of Right
Purpose and do all acts and things
for and on behalf of the Company as
they may consider necessary or
expedient to give effect to the
acquisition including but not limited
to determining the terms and
conditions of the acquisition,
assenting to any conditions imposed
by any relevant authority and
effecting any modifications,
variations and/or amendments pursuant
thereto and all previous actions
taken by the Board or any Director of
the Board in connection with the
5. Approve that, subject to approvals Mgmt For *
being obtained from the KLSE for the
listing of and quotation for the new
ordinary shares to be issued
hereunder and all other relevant
authorities, the Company acquires
500,000 ordinary shares of MYR 1.00
each in and representing the entire
issued and paid-up share capital of
MISB from Nagawan Development Sdn
Bhd, Rickoh Holdings Sdn Bhd, Right
Lead Sdn Bhd, Richard Koh Kin Lip and
Ng Kow @ Ng Hua Ming for a purchase
consideration of MYR 85,127,000 to be
satisfied by MYR 25,538,100 cash and
issuance of 11,459,403 new ordinary
shares of MYR 0.50 each in IOI at an
issue price of MYR 5.20 per share
subject to the terms and conditions
contained in the conditional sale and
purchase agreement dated 19 MAR 2003
between IOI and Nagawan Development
Sdn Bhd, Rickoh Holdings Sdn Bhd,
Right Lead Sdn Bhd, Richard Koh Kin
Lip and Ng Kow @ Ng Hua Ming which
upon allotment and issue, shall rank
pari passu in all respects with the
existing issued and paid up ordinary
shares in the Company except that
they will not be entitled to any
dividends, rights, allotments,
distributions or dividends declared
prior to their date of allotment; and
authorize the Directors of the
Company to complete and give effect
to the Proposed Acquisition of MISB
and do all acts and things for and on
behalf of the Company as they may
consider necessary or expedient to
give effect to the acquisition
including but not limited to
determining the terms and conditions
of the acquisition, assenting to any
conditions imposed by any relevant
authority and effecting any
modifications, variations and/or
amendments pursuant thereto and all
previous actions taken by the Board
or any Director of the Board in
connection with the Proposed
6. Authorize the Company and the Mgmt For *
Directors, subject to the approvals
of the relevant authorities, to adopt
the amendments to the Bye-laws
governing and constituting IOI
Corporation Berhad s ESOS; and
authorize the Company and the
Directors with full powers to assent
to any modification or amendments as
may be required or permitted by any
relevant authorities as they deem fit
and to enter into all such
transactions, arrangements and
agreements as may be necessary or
expedient in order to give full
effect to the amendments to the Bye-
- -------------------------------------------------------------------------------------------------------
JAHWA ELECTRONICS CO LTD Agenda: 700457775
CUSIP: Y4253R109 Meeting Type: AGM
Ticker: Meeting Date: 3/19/2004 ISIN: KR7033240003
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve the financial statements Mgmt For *
2. Elect the Directors Mgmt For *
3. Elect the Auditors Mgmt For *
4. Approve the decision of limit of Mgmt Abstain *
remuneration for the Directors
5. Approve the decision of limit of Mgmt For *
remuneration for the Auditors
- -------------------------------------------------------------------------------------------------------
JIANGSU EXPRESSWAY CO LTD Agenda: 700515008
CUSIP: Y4443L103 Meeting Type: AGM
Ticker: Meeting Date: 6/28/2004 ISIN: CN0009076356
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve the Directors report of the Mgmt For *
Company for the YE 31 DEC 2003
10. Transact other business Other For *
2. Approve the Supervisors report of the Mgmt For *
Company for the YE 31 DEC 2003
3. Approve the audited accounts and the Mgmt For *
report from the Auditors for the YE
31 DEC 2003
4. Approve the profit distribution Mgmt For *
scheme in respect of the final
dividend of CNY 0.145 per share for
the YE 31 DEC 2003; the Company
recorded a net profit amounted to CNY
950.530.727 after taxation of CNY
1,005,773,000; after appropriation of
10% statutory surplus reserve fund
and 5% statutory public welfare fund
and adding a retained profit of CNY
1,145,819,878 as the beginning of the
year, the total distributable profit
amounted to CNY 1,277,509,496
5. Appoint Deloitte Touche Tohmastu Mgmt For *
Certified Public Accounts Limited and
Deloitte Touche Tohmastu as the
Company PRC and International
Auditors for the FY 2004 and to fix
the aggregate remuneration at CNY
1.18 million
6. Appoint Mr. Xie Jia Quan as a Mgmt For *
Director of the Company and approve
the service contract to be entered
between Mr. Xie and the Company until
the date of the AGM to be held in
7. Approve the investment by the Company Mgmt For *
of CNY 10.54 billion in the widening
of the existing four-lane dual
carriageway of the Jiangsu section of
Shanghai-Nanjing Expressway into an
eight-lane dual expressway and
authorize the Directors of the
Company to take any action and sign
any documents, contracts, agreements
in relation to the widening
8. Approve to pay CNY 6,423,000 to the Mgmt For *
employees qualified under the cash
housing allowance scheme in this year
S.9 Amend the Articles of Association of Mgmt For *
the Company by inserting a new sub-
class (3) to the Article 76 and by
replacing the existing Article 101(2)
- -------------------------------------------------------------------------------------------------------
JIANGSU EXPRESSWAY CO LTD Agenda: 700461116
CUSIP: Y4443L103 Meeting Type: EGM
Ticker: Meeting Date: 3/23/2004 ISIN: CN0009076356
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Appoint Deloitte Touche Tomhatsu CPA Mgmt For *
Ltd. and Deloitte Touche Tomhatsu as
the Company s Domestic and Overseas
Auditors at a total remuneration of
CNY 1,180,000 per annum
S.2 Amend the Articles of Association as Mgmt Abstain *
follows: (a) by amending the Original
Article 77 (No. 65 of the Mandatory
Provisions); (b) by amending the
Original Article 101; (c) by amending
the Original Article 125; and (d) by
adding Clause V to the Original
Article 103
- -------------------------------------------------------------------------------------------------------
KAULIN MANUFACTURING CO LTD Agenda: 700496082
CUSIP: Y4590M102 Meeting Type: AGM
Ticker: Meeting Date: 6/18/2004 ISIN: TW0001531002
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve to report the 2003 business Mgmt For *
operations and financial statements
10. Other issues and extraordinary Mgmt For *
2. Approve to report the 2003 Audited Mgmt For *
reports
3. Approve the 2003 financial statements Mgmt For *
4. Approve the 2003 profit distribution Mgmt For *
5. Approve the issuance of new shares Mgmt For *
from retained earnings
6. Approve the revision to the Articles Mgmt For *
of Incorporation
7. Approve the revision to the Directors Mgmt Abstain *
and Supervisors election rules
8. Approve the revision to the Board Mgmt Abstain *
meeting rules
9. Approve the abolishment to the Mgmt Abstain *
Supervisors meeting rules
- -------------------------------------------------------------------------------------------------------
KING YUAN ELECTRONICS CO LTD Agenda: 700475925
CUSIP: Y4801V107 Meeting Type: AGM
Ticker: Meeting Date: 6/1/2004 ISIN: TW0002449006
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1.1 Receive the report on the business Mgmt For *
operation result for the FY 2003
1.2 Receive the Supervisors financial Mgmt For *
review report of FY 2003
1.3 Receive the report the reasons and Mgmt For *
relevant things of issuing second
overseas convertible bonds
2.1 Approve to ratify the business Mgmt For *
operation result and financial
reports of the FY 2003
2.2 Approve the allocation of net profit Mgmt For *
as follows: TWD 0.178 per share;
stock dividend: FM R/E: 71/1000
3.1 Amend the Company s Articles Mgmt Abstain *
3.2 Approve to buy machines, preparing to Mgmt Abstain *
transfer the profit of 2003 to the
capital
3.3 Amend the Company s Articles Mgmt Abstain *
- -------------------------------------------------------------------------------------------------------
KOREA ELECTRIC TERMINAL CO LTD Agenda: 700459945
CUSIP: Y4841B103 Meeting Type: AGM
Ticker: Meeting Date: 3/19/2004 ISIN: KR7025540006
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve the financial statements Mgmt For *
2. Approve the partial amendment to the Mgmt For *
Articles of Incorporation (change of
business objectives: include the
field of real estate)
3. Elect the Directors (including Mgmt For *
External Directors)
4. Elect the Auditors Mgmt For *
5. Approve the remuneration limit for Mgmt Abstain *
the Directors
6. Approve the remuneration limit for Mgmt For *
the Auditors
- -------------------------------------------------------------------------------------------------------
KOREA EXCHANGE BANK Agenda: 700408203
CUSIP: Y48585106 Meeting Type: EGM
Ticker: Meeting Date: 9/16/2003 ISIN: KR7004940003
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
PLEASE NOTE THAT THIS IS AN AMENDMENT Non-
TO MEETING ID #110073 DUE TO THE Voting
ADDITION OF RESOLUTION NOS. 2, 3 AND
4. ALL VOTES RECEIVED ON THE
PREVIOUS MEETING WILL BE DISREGARDED
AND YOU WILL NEED TO REINSTRUCT ON
THIS MEETING NOTICE. THANK YOU.
1. Approve to issue stocks below par Mgmt Abstain *
value and the bottom issuance price
of stocks at KRW 2,630
2. Approve the partial amendment to the Mgmt Abstain *
Articles of Incorporation
3. Elect the Directors Mgmt For *
4. Elect the Directors who are members Mgmt For *
of an Audit Committee
- -------------------------------------------------------------------------------------------------------
KOREA GAS CORPORATION Agenda: 700364285
CUSIP: Y48861101 Meeting Type: EGM
Ticker: Meeting Date: 7/25/2003 ISIN: KR7036460004
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Elect the President of the Company Mgmt For *
2. Approve the contract of the business Mgmt Abstain *
with the President
3. Amend the Articles of Incorporation Mgmt Abstain *
partially
- -------------------------------------------------------------------------------------------------------
KOREA GAS CORPORATION Agenda: 700408443
CUSIP: Y48861101 Meeting Type: EGM
Ticker: Meeting Date: 9/5/2003 ISIN: KR7036460004
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
PLEASE NOTE THAT THIS IS AN AMENDMENT Non-
TO MEETING #111880 DUE TO A CHANGE Voting
IN THE VOTING STATUS OF THE
RESOLUTIONS 1.1 AND 1.2. PLEASE ALSO
NOTE THE NEW CUTOFF DATE. ALL VOTES
RECEIVED ON THE PREVIOUS MEETING WILL
BE DISREGARDED AND YOU WILL NEED TO
REINSTRUCT ON THIS MEETING NOTICE.
1.1 Elect Mr. Jongsool Kim as Assistant Mgmt Abstain *
President of Korea Gas (KOGAS)
1.2 Elect Mr. Kanghyun Oh as President of Mgmt no action
Kangwonland
2 Approve the contract of business with Mgmt For *
the President
3. Approve the partial amendments to the Mgmt For *
Articles of Incorporation
- -------------------------------------------------------------------------------------------------------
KUMGANG KOREA CHEM CO LTD Agenda: 700455733
CUSIP: Y50410102 Meeting Type: AGM
Ticker: Meeting Date: 2/27/2004 ISIN: KR7002380004
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve the financial statements Mgmt no action
2. Approve the partial amendment to the Mgmt no action
Articles of Incorporation
3.1 Elect Mr. Hyun-Won Ahn as a Director Mgmt no action
3.2 Elect Mr. Jae-Joon Kimas as a Mgmt no action
3.3 Elect Mr. Keon-Il Kim as a Director Mgmt no action
4. Approve the limit of remuneration for Mgmt no action
the Directors
- -------------------------------------------------------------------------------------------------------
LARGAN PRECISION CO LTD Agenda: 700522558
CUSIP: Y52144105 Meeting Type: AGM
Ticker: Meeting Date: 6/11/2004 ISIN: TW0003008009
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
PLEASE NOTE THAT THIS IS AN AMENDMENT Non-
TO MEETING # 136161 DUE TO Voting
ADDITIONAL RESOLUTIONS. ALL VOTES
RECEIVED ON THE PREVIOUS MEETING WILL
BE DISREGARDED AND YOU WILL NEED TO
REINSTRUCT ON THIS MEETING NOTICE.
I.1 Approve the business report for 2003 Mgmt no action
I.2 Approve the Supervisors audit report Mgmt no action
I.3 Approve the status of investment in Mgmt no action
Mainland China
I.4 Approve the status of investment in Mgmt no action
others
II.1 Acknowledge the financial statements Mgmt no action
and the business reports for 2003
II.2 Approve the distribution of earnings Mgmt no action
for 2003; cash dividend: TWD 6 per
share
III.1 Approve to increase the capital by Mgmt no action
issuing new shares from retained
earnings and employee s bonus; bonus
issue for retained earning: TWD 0.1
per share withholding tax TWD 20
III.2 Amend the partial Articles of Mgmt no action
Incorporation
IV. Re-elect the 12th Directors and the Mgmt no action
Supervisors
V. Approve to lift the restriction on Mgmt no action
the Directors duty for non-
competition with other Company.
VI. Other proposals and motion Other no action
- -------------------------------------------------------------------------------------------------------
LG ENGINEERING & CONSTRUCTION CO LTD Agenda: 700457989
CUSIP: Y5275B105 Meeting Type: AGM
Ticker: Meeting Date: 3/17/2004 ISIN: KR7006360002
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve the financial statements, the Mgmt For *
disposition of retained earnings and
the statement of profit and loss
dividend of KRW 1,250 per common
2. Elect the Directors Mgmt For *
3. Elect the Members of the Audit Mgmt For *
Committee
4. Approve the limit of remuneration for Mgmt For *
the Directors
- -------------------------------------------------------------------------------------------------------
LG INSURANCE CO LTD Agenda: 700522685
CUSIP: Y5275Z102 Meeting Type: AGM
Ticker: Meeting Date: 6/10/2004 ISIN: KR7002550002
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve the financial statements Mgmt no action
2. Amend the Articles of Incorporation Mgmt no action
3. Appoint the Directors Mgmt no action
4. Approve the remuneration limit for Mgmt no action
the Directors
- -------------------------------------------------------------------------------------------------------
MOSER-BAER (INDIA) LTD Agenda: 700449956
CUSIP: Y61392117 Meeting Type: EGM
Ticker: Meeting Date: 2/5/2004 ISIN: INE739A01015
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve, pursuant to Section 94 of Mgmt no action
the Companies Act, 1956, to increase
the authorized share capital of the
Company from INR 1,10,00,00,000
Rupees One Hundred and Ten Crores
only divided into 10,25,00,000 Ten
Crores and Twenty Five Lacs equity
shares of INR 10 each and 7,50,000
Seven Lacs and Fifty Thousand
preference shares of INR 100 each to
INR 1,50,00,00,000 Rupees One Hundred
and Fifty Crores only divided into
14,25,00,000 Fourteen Crores and
Twenty Five Lacs equity shares of INR
10 each and 7,50,000 Seven Lacs and
Fifty Thousand preference shares of
INR 100 each
2. Approve, pursuant to Section 16 read Mgmt no action
with Section 94 of the Companies Act,
1956, to amend the existing Clause V
of the Memorandum of Association of
the Company by substituting the
existing Clause with the new Clause
S.3 Approve, pursuant to Section 31 and Mgmt no action
other applicable provisions of
Companies Act, 1956, to amend the
existing Clause 5(a) of the Articles
of Association of the Company by
substituting the existing Clause with
the new Clause
S.4 Approve, in accordance with the Mgmt no action
provisions of Section 81(1A) and
other applicable provisions, if any,
of the Companies Act, 1956, the
consent of the Company be and is
hereby accorded to the Board of
Directors of the Company, to issue
under the Employees Stock Option Plan
of the Company, which Plan be and is
hereby approved, such number of
equity shares in the Company as may
be decided by the Board but not
exceeding 4,400,000 equity shares, to
its employees and Directors other
than promoter Directors, whether in
India or abroad, whether they are
shareholders of the Company or not
and the Employee Stock Option
Plan(s), as the Board may in its
absolute discretion think fit keeping
in view the requirements of SEBI
(ESOS and ESPS) Guidelines, 1999 in
force; b) to authorize the Board to
take necessary steps for listing of
the shares allotted under the
Employees Stock Option Plan(s), on
the Stock Exchanges where the
Company s existing shares are listed,
as per the terms and conditions of the
listing agreement with the concerned
Stock Exchanges and other applicable
guidelines, rules and regulations; c)
to authorize the Board to delegate all
or any of the powers herein conferred
including the power to sub- delegate
to any Committee of Directors of the
Company to give effect to the
aforesaid resolution; and d) to
authorize the Board to do all things
necessary, expedient and requisite and
to take such action as may be
necessary or expedient to formulate or
amend or alter or adopt any
modifications or re-define the
proposal or scheme or plan of
Employees Stock Option based on the
guidelines issued by the Securities
and Exchange Board of India or any
other statutory authority, from time
to time or otherwise and settle all
questions and difficulties that may
S.5 Approve, in accordance with the Mgmt no action
provisions of Section 81(1A) and
other applicable provisions, if any,
of the Companies Act, 1956, consent
of the Company be and is hereby
accorded to the Board of Directors of
the Company, to issue under the
Employees Stock Option Scheme of the
Company, which plan be and is hereby
approved, such number of equity
shares in the Company within the
aggregate limit of 4,400,000 equity
shares as referred to in Resolution
at number 4, as may be decided by the
Board, to employees and Directors of
subsidiary Companies whether Indian
subsidiary or foreign Subsidiary of
the Company, whether they are
shareholders of the Company or not,
at such price and other terms and
conditions as the Board may in its
absolute discretion think fit keeping
in view the requirements of SEBI
(ESOS and ESPS) Guidelines, 1999 in
force; b) to authorize the Board to
take necessary steps for listing of
the shares allotted under the
Employees Stock Option Plan(s), on
the Stock Exchanges where the
Company s existing shares are listed,
as per the terms and conditions of
the listing agreement with the
concerned Stock Exchanges and other
applicable guidelines, rules and
regulations; c) to authorize the
Board to delegate all or any of the
powers herein conferred including the
power to sub- delegate to any
Committee of Directors of the Company
to give effect to the aforesaid
resolution; and d) to authorize the
Board to do all things necessary,
expedient and requisite and to take
such action as may be necessary or
expedient to formulate or amend or
alter or adopt any modifications or
re-define the proposal or scheme or
plan of Employees Stock Option based
on the guidelines issued by the
Securities and Exchange Board of
India or any other statutory
authority, from time to time or
otherwise and settle all questions
and difficulties that may arise
during the course of
S.6 Approve, pursuant to Section 81(1A) Mgmt no action
and other applicable provisions of
the Companies Act, 1956, relevant
guidelines of the Securities and
Exchange Board of India, listing
agreement entered into with the stock
exchanges and any other applicable
laws/rules/regulations and subject to
the consent/approval of any other
authorities/ institutions, consent of
the Company be and is hereby accorded
to create, offer, issue and allot up
to 147,000 American Depository
Receipts ADRs/Global Depository
Receipts GDRs, so that the total
number of equity shares to be issued
by the Company does not exceed
14,700,000 equity shares, with the
Securities being issued on a
preferential basis to various
institutional investors including but
not limited to existing shareholders
such as Electra Partners Mauritius
Limited, International Finance
Corporation or Warburg Pincus LLC or
the affiliates of each of them, at a
premium of not less than INR 319 per
share of nominal value of INR 10
each, such terms and conditions as
may be decided and deemed appropriate
by the Board of Directors of the
Company at the time of issue or
allotment; b) that the aggregate
issue of equity shares by the Company
pursuant to Resolutions in Item Nos.
6, 7 and 8 shall not exceed
20,100,000 equity shares, and
authorize the Board to decide the
number and combination of issue of
one or more such instruments subject
to the maximum number of equity
shares set forth above; c) to
authorize the Board in its entire
discretion to decide either to
proceed with the issue of the
Securities, including the size and
relative components of the same and
to settle all questions, difficulties
or doubts that may arise in the
issue, offer or allotment of
Securities and in complying with the
applicable law/regulations/guidelines
as it may in its absolute discretion
deem fit, without being required to
seek any further clarification,
consent or approval of the members,
or otherwise, to the end and intent
that the members shall be deemed to
have given their approval thereto
expressly by the authority of this
resolution; d) to authorize the Board
to appoint and enter into and execute
all such arrangements/agreements with
any Lead Managers/Underwriters/
Guarantors/ Depositories/ Custodians
and all such agents as may be
involved or concerned in the issue
and to remunerate all such agents
including by way of payment of
commission, brokerage, fees, expenses
incurred in relation to the issue of
Securities and other expenses, if
any, or the like; f) authorize the
Board and other designated officers
of the Company on behalf of the
Company, to do all such acts,
agreements, deeds, documents, incur
costs in connection with the issue
and to do things as it may at its
discretion deem necessary or
desirable for such purpose including
without limitation, circulation of an
offer document, listing of the
Securities and entering into
documents including but not limited
to underwriting, indemnification,
escrow, marketing and depository
arrangements in connection with the
issue, as it may in its absolute
discretion deem fit and is hereby
authorized to do all such acts,
deeds, matters and things as it may,
in its absolute discretion, deem
necessary or desirable and to settle
any questions, difficulty or doubt
that may arise in regard to the
offering, issue, allotment and
utilization of the issue proceeds, as
it may, in its Absolute discretion,
deem fit and proper; and g) authorize
the Board to delegate all or any of
the powers herein conferred to any
committee of Directors or Senior
Executive(s)/
S.7 Approve, pursuant to Section 81(1A) Mgmt no action
and other applicable provisions of
the Companies Act, 1956, relevant
guidelines of the Securities and
Exchange Board of India, listing
agreement entered into with the stock
exchanges and any other applicable
laws/rules/regulations and subject to
the consent/approval of any other
authorities/institutions, to create,
offer, issue and allot up to
5,400,000 equity shares of the
Company on a preferential basis to
Woodgreen Investment Ltd., or any
other affiliates of Warburg Pincus
LLC, at a premium of not less than
INR 319 per share of nominal value of
INR 10 each, on such terms and
conditions as may be decided and
deemed appropriate by the Board of
Directors of the Company at the time
of issue or allotment; b) that the
relevant date in relation to the
equity shares for the purpose of the
Securities and Exchange Board of
India Guidelines, 2000 would be 06
JAN 2004, being the date 30 days
prior to the date of this resolution;
c) the aggregate issue of equity
shares by the Company pursuant to
Resolutions in Items Nos. 6, 7 and 8
shall not exceed 20,100,000 equity
shares, and authorize the Board to
decide the number and combination of
issue of one or more such instruments
subject to the maximum number of
equity shares set forth above; d) the
equity shares shall be locked in for
a period of one year from the date of
their allotment; e) to authorize the
Board in its entire discretion to
decide either to proceed with the
issue of the equity shares, including
the size and relative components of
the same and to settle all questions,
difficulties or doubts that may arise
in the issue, offer or allotment of
equity shares and in complying with
the applicable
law/regulations/guidelines as it may
in its absolute discretion deem fit,
without being required to seek any
further clarification, consent or
approval of the members, or
otherwise, to the end and intent that
the members shall be deemed to have
given their approval thereto
expressly by the authority of this
resolution; f) to authorize the Board
and other designated officers of the
Company on behalf of the Company, to
do all such acts, agreements, deeds,
documents, incur costs in connection
with the issue and to do things as it
may at its discretion deem necessary
or desirable for such purpose
including without limitation,
circulation of an offer document,
listing of the equity shares and
entering into documents including in
connection with the issue, as it may
in its absolute discretion deem fit
and is hereby authorized to do all
such acts, deeds, matters and things
as it may, in its absolute
discretion, deem necessary or
desirable and to settle any
questions, difficulty or doubt that
may arise in regard to the offering,
issue, allotment and utilization of
the issue proceeds, as it may, in its
absolute discretion, deem fit and
proper; and g) authorize the Board to
delegate all or any of the powers
herein conferred to any committee of
Directors or Senior Executive(s)/
S.8 Approve, pursuant to Section 81(1A) Mgmt no action
and other applicable provisions of
the Companies Act, 1956, relevant
guidelines of the Securities and
Exchange Board of India, listing
agreement entered into with the stock
exchanges and any other applicable
law/rules/regulations and subject to
the consent/approval of any other
authorities/ institutions, consent of
the Company be and is hereby accorded
to create, offer, issue and allot up
to 5,400,000 warrants, so that the
total number of equity shares to be
issued by the Company upon conversion
does not exceed 5,400,000 equity
shares, with the Warrants being
issued on a preferential basis to
Woodgreen Investment Ltd., or any
other affiliates of Warburg Pincus
LLC, at a premium of not less than
INR 319 per share of nominal value of
INR 10 each, on such terms and
conditions as may be decided and
deemed appropriate by the Board of
Directors of the Company at the time
of issue or allotment; b) that the
relevant date in relation to the
warrants for the purpose of the
Securities and Exchange Board of
India Guidelines, 2000 would be 06
JAN 2004, being the date 30 days
prior to the date of passing of this
resolution; c) that issue of
warrants, if any, as above, shall be
subject to the following terms and
conditions: 1) the warrants shall be
convertible any time within a period
of 18 months from the date of their
issuance; 2) each warrant shall be
convertible into one equity share of
INR 10 each, of the Company; 3) the
warrant holders shall, on the date of
allotment, pay an amount equivalent
to 10% of the total consideration for
the Warrants; 4) the warrant holders
shall, on the date of conversion, pay
the balance 90% of the consideration;
in the event that the option of
conversion is not exercised by the
warrant holders, then the 10%
consideration paid at the time of
allotment of the Warrants shall be
forfeited; 5) the number of Warrants
and the price per warrant shall be
appropriately adjusted for corporate
actions such as bonus issue, rights
issue, stock split, merger, demerger,
transfer of undertaking, sale of a
division or any such capital or
corporate restructuring; 6) the
Warrants shall be locked in for a
period of one year from the date of
their allotment, provided that the
lock-in on shares acquired by
exercise of Warrants shall be reduced
to the extent the Warrants have
already been locked-in; d) that the
Company ensure that whilst any
Warrants remain exercisable, it will
at all times keep available and
reserved such part of its authorized
but unissued share capital as would
enable all outstanding Warrants to be
satisfied in full; e) that the
aggregate issue of equity shares by
the Company pursuant to Items 6, 7
and 8 shall not exceed 20,100,000
equity shares, and authorize the
Board to decide the number and
combination of issue of one or more
such instruments subject to the
maximum number of equity shares set
forth above; f) to authorize the
Board in its entire discretion to
decide either to proceed with the
issue of the Warrants, including the
size and relative components of the
same and to settle all questions,
difficulties or doubts that may arise
in the issue, offer or allotment of
Warrants and in complying with the
applicable law/regulations/guidelines
as it may in its absolute discretion
deem fit, without being required to
seek any further clarification,
consent or approval of the members,
or otherwise, to the end and intent
that the members shall be deemed to
have given their approval thereto
expressly by the authority of this
resolution; g) to authorize the Board
and other designated officers of the
Company behalf of the Company, to do
all such acts, agreements, deeds,
documents, incur costs in connection
with the issue and to do things as it
may at its discretion deem necessary
or desirable for such purpose
including without limitation,
circulation of an offer document,
listing of the equity shares and
entering into documents including in
connection with the issue, as it may
in its absolute discretion deem fit
and is hereby authorized to do all
such acts, deeds, matters and things
as it may, in its absolute
discretion, deem necessary or
desirable and to settle any
questions, difficulty or doubt that
may arise in regard to the offering,
issue, allotment and utilization of
the issue proceeds, as it may, in its
absolute discretion, deem fit and
proper; and h) to authorize the Board
to delegate all or any of the powers
herein conferred to any committee of
S.9 Approve that, in supersession of the Mgmt no action
resolution passed by the Company at
the EGM, consent of the Company be
and is hereby accorded to increase
the shareholding of Foreign
Institutional Investors up to 74% of
the total paid-up equity share
- -------------------------------------------------------------------------------------------------------
MOATECH CO LTD Agenda: 700466635
CUSIP: Y6140J109 Meeting Type: AGM
Ticker: Meeting Date: 3/25/2004 ISIN: KR7033200007
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve the financial statement Mgmt no action
2. Elect the Directors Mgmt no action
3. Elect the Auditors Mgmt no action
4. Approve the remuneration limit for Mgmt no action
the Directors
5. Approve the remuneration limit for Mgmt no action
the Auditors
- -------------------------------------------------------------------------------------------------------
NESTLE INDIA LTD Agenda: 700488554
CUSIP: Y6268T111 Meeting Type: AGM
Ticker: Meeting Date: 4/30/2004 ISIN: INE239A01016
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive, consider and adopt the Mgmt For *
balance sheet as at 31 DEC 2003 and
the profit and loss account for the
YE on that date together with the
reports of the Directors and the
Auditors thereon
2. Declare the two interim dividends Mgmt For *
aggregating to INR 20.00 per equity
share, already paid for the YE 31 DEC
2003
3. Re-appoint Mr. Tejendra Khanna as a Mgmt For *
Director, who retires by rotation
4. Appoint the Auditors and fix their Mgmt For *
remuneration
- -------------------------------------------------------------------------------------------------------
NIEN HSING TEXTILE CO LTD Agenda: 700475406
CUSIP: Y6349B105 Meeting Type: AGM
Ticker: Meeting Date: 5/27/2004 ISIN: TW0001451003
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1.1 Receive the business report of 2003 Mgmt For *
1.2 Receive the Supervisor s review Mgmt For *
report of 2003
1.3 Receive the revision of rules for the Mgmt For *
Director s meeting
1.4 Receive the report of the amount of Mgmt For *
endorsement and the guarantee as the
end of 2003
2.1 Acknowledge 2003 audited financial Mgmt For *
statement
2.2 Acknowledge 2003 earnings Mgmt For *
distribution cash dividend: TWD 2.2
per shares
3.1 Approve to discuss the revision of Mgmt For *
the Articles of Incorporation
3.2 Approve to discuss the revision of Mgmt For *
rules for the shareholder s meeting
4. Other extraordinary motions Other Abstain *
- -------------------------------------------------------------------------------------------------------
PT INDOCEMENT TUNGGAL PRAKARSA TBK Agenda: 700538246
CUSIP: Y7127B135 Meeting Type: AGM
Ticker: Meeting Date: 6/23/2004 ISIN: ID1000061302
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve the Company s annual report Mgmt For *
and ratify the Company s consolidated
annual accounts for the year 2003
2. Approve the appropriation of the Mgmt For *
Company s net profit for the year
3. Appoint the Public Accountant firm to Mgmt For *
audit the Company s book for the FY
2004
4. Approve to the change in the Mgmt For *
composition of the Company s Board of
Directors and the Board of
Commissioners
- -------------------------------------------------------------------------------------------------------
PT INDOCEMENT TUNGGAL PRAKARSA TBK Agenda: 700434272
CUSIP: Y7127B135 Meeting Type: EGM
Ticker: Meeting Date: 12/3/2003 ISIN: ID1000061302
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve the restructuring the Company Mgmt For *
Board of Directors
- -------------------------------------------------------------------------------------------------------
S1 CORPORATION Agenda: 700453905
CUSIP: Y75435100 Meeting Type: AGM
Ticker: Meeting Date: 2/27/2004 ISIN: KR7012750006
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve the financial statements Mgmt no action
2. Elect the Directors Mgmt no action
3. Elect the Auditors Mgmt no action
4. Determine the remuneration limit of Mgmt no action
the Directors
5. Determine the remuneration limit of Mgmt no action
the Auditors
6. Approve the enactment of standard for Mgmt no action
the adjustment of stock options
- -------------------------------------------------------------------------------------------------------
SEMBCORP LOGISTICS LTD Agenda: 700497553
CUSIP: Y8144Q113 Meeting Type: AGM
Ticker: Meeting Date: 4/29/2004 ISIN: SG1J98892651
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
Transact any other business Non-
Voting
1. Receive and adopt the Directors Mgmt For *
report and the audited accounts for
the YE 31 DEC 2003 and the Auditors
Report thereon
10. Authorize the Company, its Mgmt For *
subsidiaries and associated Companies
or any one of them, for the purposes
of Chapter 9 of the Listing Manual of
the SGX-ST, to enter into any such
transactions falling within the
categories of interested person
transactions with any party who falls
within the classes of interested
persons provided that such
transactions are carried out at arm s
length and on normal commercial terms
and authorize the Directors to do all
such acts and things deemed necessary
including executing such documents as
may be required to give effect to
this mandate and/or resolution;
Authority expires at the next AGM of
the Company
2. Declare a gross final dividend of SGD Mgmt For *
2.75 cents per share less income tax
for the YE 31 DEC 2003
3. Re-elect Mr. Barry Desker as a Mgmt For *
Director of the Company, who retires
by rotation pursuant to Article 93 of
the Company s Articles of
4. Re-elect Mr. Klaus Herms as a Mgmt For *
Director of the Company, who retires
by rotation pursuant to Article 93 of
the Company s Articles of
5. Re-elect Mr. Lim Kok Hoong, Steven as Mgmt For *
a Director of the Company, who
retires by rotation pursuant to
Article 99 of the Company s Articles
6. Approve to pay SGD 284,000 as the Mgmt For *
Directors fees for the YE 31 DEC
7. Re-appoint Messrs. KPMG as the Mgmt For *
Auditors of the Company and authorize
the Directors to fix their
8. Authorize the Directors, pursuant to Mgmt Against *
the Articles of Association of the
Company and the Listing Manual of the
Singapore Exchange Securities Trading
Limited SGX-ST, to allot and issue
shares in the Company by way of
rights, bonus or otherwise, the
aggregate number of shares issued not
exceeding 50% of the issued share
capital of the Company, of which the
aggregate number of shares to be
issued other than on a pro-rata basis
to the existing shareholders of the
Company does not exceed 20% of the
issued share capital of the Company
and the percentage of issued share
capital shall be calculated based on
the Company s issued share capital at
the date of passing of this
resolution after adjusting for new
shares arising from the conversion of
convertible securities or employee
share options on issue and any
subsequent consolidation or
subdivision of shares; Authority
expires the earlier of the conclusion
of the next AGM of the Company or the
date of the next AGM of the
9. Authorize the Directors, to offer and Mgmt For *
grant options in accordance with the
provisions of the SembCorp Logistics
Share Option Plan Share Option Plan
and/or to grant awards in accordance
with the provisions of the SembCorp
Logistics Performance Share Plan
Performance Share Plan and/or the
SembCorp Logistics Restricted Stock
Plan Restricted Stock Plan together,
the Share Plans; and allot and issue
from time to time such number of
shares of SGD 0.25 each in the
capital of the Company as may be
required to be issued pursuant to the
exercise of options under the Share
Option Plan and/or such number of
fully paid shares as may be required
to be issued pursuant to the vesting
of awards under the Performance Share
Plan and/or the Restricted Stock
Plan, the aggregate number of shares
to be issued pursuant to the Share
Plans not exceeding 15% of the issued
share capital of the Company
- -------------------------------------------------------------------------------------------------------
TAEYOUNG CORPORATION Agenda: 700463689
CUSIP: Y8366E103 Meeting Type: AGM
Ticker: Meeting Date: 3/19/2004 ISIN: KR7009410002
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve the Financial Statements; Mgmt For *
expected cash dividend-KRW 1,000 per
ordinary shares, KRW 1,050 per
preferred share
2. Approve the partial amendment to the Mgmt For *
Articles of Incorporation: regarding
the change and addition of business
objectives
3. Elect the Directors Mgmt For *
4. Determine the limit of remuneration Mgmt Abstain *
for the Directors
5. Determine the limit of remuneration Mgmt For *
for the Auditors
- -------------------------------------------------------------------------------------------------------
TAIWAN GREEN POINT ENTERPRISES CO LTD Agenda: 700495799
CUSIP: Y8421D108 Meeting Type: AGM
Ticker: Meeting Date: 6/15/2004 ISIN: TW0003007001
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1.1 Approve the report of business Mgmt For *
operation result of FY 2003
1.2 Approve the Supervisors review Mgmt For *
financial reports of FY 2003
1.3 Approve to report the status of Mgmt For *
issuing the unsecured convertible
Company bonds
2.1 Ratify the business operation result Mgmt For *
and the financial reports of FY 2003
2.2 Ratify the net profit allocation Mgmt For *
3.1 Amend the Company Articles Mgmt For *
3.2 Approve the issuing of new shares Mgmt For *
cash dividend: TWD 2.7 per share,
stock dividend:180/1000
3.3 Approve to purchase duty insurance of Mgmt For *
the Directors and the Supervisors
3.4 Amend the operation procedures of Mgmt Abstain *
acquisition and disposal of assets
3.5 Amend the operation procedures of Mgmt Abstain *
lending funds to others
3.6 Amend the operation procedures of Mgmt Abstain *
endorsements/ guarantees
4. Others and extraordinary proposals Other For *
- -------------------------------------------------------------------------------------------------------
TATA POWER CO LTD Agenda: 700560762
CUSIP: Y85481128 Meeting Type: AGM
Ticker: Meeting Date: 6/29/2004 ISIN: INE245A01013
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive, consider and adopt the Mgmt no action
audited profit and loss account for
the YE 31 MAR 2004 and the balance
sheet as at that date together with
the report of the Directors and the
Auditors thereon
2. Declare a dividend on equity shares Mgmt no action
3. Re-appoint Dr. H.S. Vachha as a Mgmt no action
Director, who retires by rotation
4. Re-appoint Mr. R.N. Tata as a Mgmt no action
Director, who retires by rotation
5. Appoint Mr. R.K. Misra as a Director Mgmt no action
of the Company, pursuant to Article
131 of the Articles of Association of
the Company
6. Appoint Mr. A.J. Engineer as a Mgmt no action
Director of the Company, under
Section 260 of the Companies Act,
7. Approve that subject to the Mgmt no action
provisions of Section 94 of the
Companies Act, 1956 and the Company s
Articles of Association, 71,00,000
cumulative redeemable preference
shares of INR 100 each of the Company
be cancelled and that Clause VI of
the Memorandum of Association of the
Company be altered accordingly; and
that the equity share capital of the
Company be increased from INR
229,00,00,000 divided into
22,90,00,000 equity shares of INR 10
each to INR 300,00,00,000 divided
into 30,00,00,000 equity shares of
INR 10 each by the creation of
7,10,00,000 equity shares of INR 10
each and that Clause VI of the
Memorandum of Association of the
Company be altered accordingly
8. Approve that pursuant to the Mgmt no action
provisions of Section 16 and other
applicable provisions, if any, of the
Companies Act, 1956 the Memorandum of
Association of the Company be altered
by substituting the existing Clause
VI as under: the said capital is
divided into 2,29,00,000 cumulative
redeemable preference shares of INR
100 each and 30,00,00,000 equity
shares of INR 10
S.10 Approve that in accordance with the Mgmt no action
provisions of Section 81 and other
applicable provisions, if any, of the
Companies Act 1956 Act, and subject
to such consents and such other
approvals as may be necessary and
subject to such conditions and
modifications as may be considered
necessary by the Board of Directors
hereinafter referred to as the Board
which term shall be deemed to include
any Committee thereof for the time
being exercising the powers conferred
on the Board by this resolution or as
may be prescribed or made, in
granting such consents and approvals
and which may be agreed to by the
Board, the consent of the Company be
accorded to the Board to offer, issue
and allot in one or more tranches, by
way of private placement or
otherwise, in the course of
International offering(s) in the
International Market to Foreign
Investors, including Foreign
Institutions, Non-Resident Indians,
Corporate Bodies, Mutual Funds,
Banks, Insurance Companies, Pension
Funds, individuals or otherwise,
whether shareholders of the Company
or not, debentures/bonds linked to
equity shares and/or foreign currency
convertible bonds and/or bonds with
share warrants attached hereinafter
collectively referred to as
securities, secured or unsecured at
such price or prices so however that
the total amount raised through the
aforesaid securities should not
exceed USD 500 million; that in case
of any equity linked securities
issue/offer, the Board be authorized
to issue and allot such number of
equity shares as may be required to
be issued and allotted upon
conversion of any such securities
referred to above or as may be in
accordance with the terms of the
offer, all such shares would rank
pari passu inter se, with the then
existing equity shares of the Company
in all respects; that the consent of
the Company be and is hereby granted
in terms of Section 293(1)(a) and
other applicable provisions, if any,
of the Act and subject to all
necessary approvals to the Board to
secure, if necessary, all or any of
the above mentioned securities to be
issued, by the creation of a mortgage
and/or charge on all or any of the
Company s immovable and/or movable
assets, both present and future in
such form and manner and on such
terms as may be deemed fit and
appropriate by the Board; that for
the purpose of giving effect to the
above, the Board be authorized to
determine the form, terms and timing
of the issue(s), including the class
of investors to whom the securities
are to be allotted, number of
securities to be allotted in each
tranche, issue price, face value,
premium amount on issue/conversion of
securities/exercise of
warrants/redemption of securities,
rate of interest, redemption period,
listings on one or more Stock
Exchanges in India and/or abroad as
the Board in its absolute discretion
deems fit and to make and accept any
modifications in the proposal as may
be required by the authorities
involved in such issues in India
and/or abroad, to do all acts, deeds,
matters and things and to settle any
questions or difficulties that may
S.11 Re-appoint Messrs. A.F. Ferguson & Mgmt no action
Company and Messrs. S.B. Billimoria &
Company, as the Auditors of the
S.12 Approve that pursuant to the Mgmt no action
provisions of Section 228 and other
applicable provisions, if any, of the
Companies Act, 1956 Act, the Board
of Directors be authorized to appoint
the Company s Auditors and/or in
consultation with the Company s
Auditors any person or persons
qualified for appointment as Auditor
or Auditors of the Company under
Section 226 of the Act so far as
Branch Offices in India are
concerned, or an accountant or
accountants duly qualified to act as
Auditor or Auditors of the Branch
Offices of the Company situated in
countries outside India, in
accordance with the laws of the
country in which the Branch Offices
of the Company are situated, to audit
the accounts for the FY 2004-05 of
the Company s Branch Offices in India
and abroad respectively and to fix
their remuneration which in the case
of the Company s Auditors shall be in
addition to their remuneration as the
Company s Auditors and the terms and
conditions on which they shall
S.9 Approve that pursuant to the Mgmt no action
provisions of Section 31 and other
applicable provisions, if any, of the
Companies Act, 1956, the Articles of
Association of the Company be
altered by substituting the existing
Article 5 as under: the present
capital of the Company is INR
529,00,00,000 divided into
2,29,00,000 cumulative redeemable
preference shares of INR 100 each and
30,00,00,000 equity shares of INR 10
- -------------------------------------------------------------------------------------------------------
TATA POWER CO LTD Agenda: 700452713
CUSIP: Y85481128 Meeting Type: OTH
Ticker: Meeting Date: 3/1/2004 ISIN: INE245A01013
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
Please note that this is a postal Non-
meeting announcement. A physical Voting
meeting is not being held for this
company. Therefore, meeting
attendance requests are not valid for
this meeting. If you wish to vote,
you must return your instructions by
the indicated cutoff date. Thank you
1. Authorize Board of Directors of the Mgmt For *
Company Board which shall include any
Committee thereof, pursuant to
Section 293(1)(a) and other
applicable provisions, if any, of the
Companies Act, 1956, and subject to
such other approvals and permissions
as may be required, to transfer the
transferred business which comprises
the broadband business of the Company
in relation to: i) provision of dark
fibre and ducts in its capacity as
infrastructure provider category 1 as
specified; ii) provision of end to
end bandwidth in its capacity as
infrastructure provider category 2 as
specified; and iii) provision of
internet services and internet
telephony services in its capacity as
an Internet Service Provider
transferred business on a going
concern basis to Tata Power Broadband
Company Private Limited with its
rights, title and interest therein in
the movable and immovable properties,
if any, for a total consideration of
not less than INR 130 crores
transaction on such terms and
conditions with effect from such date
and in such manner which it may deem
to be in the interest of the Company
and to do all such acts, deeds,
matters and thing as may be deemed
necessary and/or expedient in the
interest of the Company
- -------------------------------------------------------------------------------------------------------
UTI BANK LTD Agenda: 700531482
CUSIP: Y9327Z110 Meeting Type: AGM
Ticker: Meeting Date: 6/18/2004 ISIN: INE238A01026
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive, approve and adopt the Mgmt For *
balance sheet as at 31 MAR 2004, the
profit and loss account for the YE 31
MAR 2004 and the reports of the
Directors and the Auditors thereon
10. Appoint Mr. Ajeet Prasad as a Mgmt For *
Director of the Bank, who is not
liable to retires by rotation
11. Approve, subject to the approval by Mgmt For *
the Reserve Bank of India, to revise
the remuneration by way of salary and
perquisites payable to Mr. P.J.
Nayak, Chairman and Managing
Directors of the Bank with effect
from 01 APR 2004 as prescribed
2. Re-appoint Mr. M. Raghavendar as a Mgmt For *
Director, who retires by rotation
3. Re-appoint Mr. Donald Peck as a Mgmt For *
Director, who retires by rotation
4. Re-appoint Mr. Daniel Paul Fletcher Mgmt For *
as a Director, who retires by
5. Re-appoint Mr. Yash Mahajan as a Mgmt For *
Director, who retires by rotation
6. Declare a dividend on the equity Mgmt For *
shares of the Bank
8. Appoint Mr. A.T. Pannir Selvam as a Mgmt For *
Director of the Bank, who is not
liable to retires by rotation
9. Appoint Mr. J.R. Varmaas a Director Mgmt For *
of the Bank, who is not liable to
retires by rotation
S.12 Authorize the Board of Directors, Mgmt Against *
pursuant to Section 81 and all other
applicable provisions of the
Companies Act 1956 including any
statutory modifications or re-
enactment thereof for the time being
in force and as enacted from time to
time and in accordance with the
provisions of the Memorandum and the
Articles of Association of the Bank,
the relevant laws and regulations
prescribed by the Securities and
Exchange Board of India SEBI as also
other applicable from time to time
and subject to other approvals,
consents, permissions and sanctions
as required from appropriate
authorities or bodies and subject to
such conditions as prescribed by any
of them while granting such approval,
consents, permissions and sanctions,
agreed by the Board of Directors of
the Bank Board including the
Remuneration Committee, to issue,
offer and allot equity stock options
convertible into equity shares of the
aggregate nominal face value not
exceeding INR 23,00,00,000 which
includes the approval granted by the
shareholders for equity shares of the
aggregate nominal face value not
exceeding INR 13,00,00,000 at EGM on
24 FEB 2001 to the present and future
employees and the Directors of the
Bank under an employee stock option
plan plan, which under the
Securities and Exchange Board of
India guidelines is termed as
Employee Stock Option Plan ESOS; and
authorize the Board/Remuneration
Committee, to implement the plan with
or without modifications and
variations in such manner as the
Board/Remuneration Committee
determine; and authorize the
Board/Remuneration Committee, to do
all such acts, deeds, matters and
things and execute all such deeds,
documents, instruments, writings as
they deem necessary and pay fees and
commission and incur expenses in
relation thereto; and authorize the
Board/Remuneration Committee, to
settle any question, difficulty or
doubt that arise in relation to the
implementation of the plan including
the offer/issue, allotment and
utilization of the proceeds and in
relation to the shares including to
amend or modify any of the terms
thereof issued herein; and authorize
the Board to delegate all or any of
the powers herein conferred to the
Remuneration Committee constituted
for this purpose or the Chairman and
the Managing Directors of the Bank;
and approve that the equity shares to
be issued shall rank pari passu with
all existing equity shares of the
Bank, including for the purpose of
S.7 Appoint, pursuant to the provisions Mgmt For *
of Section 224A and other applicable
previsions of the Companies Act 1956
and the Banking Regulation Act 1949,
M/s. Bharat S. Raut & Company,
Chartered Accountants, Mumbai, as the
Statutory Auditors of the Bank until
the conclusion of the 11th AGM at a
remuneration approved by the Audit
Committee of the Board
- -------------------------------------------------------------------------------------------------------
VANGUARD INTERNATIONAL SEMICONDUCTOR CORP Agenda: 700460304
CUSIP: Y9353N106 Meeting Type: AGM
Ticker: Meeting Date: 6/15/2004 ISIN: TW0005347009
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve to recognize the 2003 Mgmt no action
financial statements
10. Other presentations and related Other no action
2. Approve to recognize the 2003 Mgmt no action
appropriation for offsetting deficit
3. Approve the revision to the Articles Mgmt no action
of Incorporation
4. Approve the revision to the Mgmt no action
procedures of asset acquisition or
5. Approve the revision to the trading Mgmt no action
procedures of derivative products
6. Approve the revision to the Mgmt no action
procedures of funds lending to third
7. Approve the revision to the Mgmt no action
procedures for endorsements and
8. Approve to enjoy the investment tax Mgmt no action
exemption by shareholders on 2003
cash injection
9. Approve the capital reduction Mgmt no action
- -------------------------------------------------------------------------------------------------------
VENTURE CORPORATION LTD Agenda: 700489986
CUSIP: Y9360Y103 Meeting Type: AGM
Ticker: Meeting Date: 4/30/2004 ISIN: SG0531000230
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
Transact any other business Non-
Voting
1. Receive and adopt the Directors Mgmt no action
report and the audited accounts of
the Company for the YE 31 DEC 2003
together with the Auditors report
thereon
10. Authorize the Directors to allot and Mgmt no action
issue from time to time such number
of shares in the capital of the
Company as may be required to be
issued pursuant to the exercise of
options granted under the Venture
Manufacturing Singapore Limited
Executives Share Option Scheme the
Scheme provided always that the
aggregate number of shares to be
issued pursuant to the Scheme shall
not exceed 25% of the issued share
capital of the company from time to
time and that the aggregate number of
shares to be issued to controlling
shareholders as defined in the
Scheme or their Associates shall not
exceed 25% of the total number of
shares available under the Scheme and
the number of shares to be issued to
each controlling shareholder or his
Associate shall not exceed 10% of the
total number of share available
under the Scheme
2. Declare a final dividend of 25% tax- Mgmt no action
exempt and a bonus dividend of 50%
less income tax for the YE 31 DEC
2003 2002 : final tax-exempt
dividend of 15% and bonus tax-exempt
dividend of 15%
3. Re-elect Mr. Soo Eng Hiong as a Mgmt no action
Director, who retires pursuant to
Article 74 of the Company s Articles
of Association
4. Re-elect Mr. Goh Geok Ling as a Mgmt no action
Director, who retires pursuant to
Article 74 of the Company s Articles
of Association and remains as the
Member of the Audit Committee and
will be considered independent for
the purpose of Rule 704(8) of the
Listing Manual of the Singapore
Exchange Securities Trading Limited
5. Re-elect Mr. Goon Kok Loon as a Mgmt no action
Director, who retires pursuant to
Article 74 of the Company s Articles
of Association and remains as the
Member of the Audit Committee and the
Compensation Committee and will be
considered independent for the
purpose of Rule 704(8) of the Listing
Manual of the Singapore Exchange
Securities Trading Limited
6. Re-elect Mr. Cecil Vivian Richard Mgmt no action
Wong as a Director, who retires under
Section 153(6) of the Companies Act,
Chapter 50 and remains as a Chairman
of the Audit Committee and Share
Option Committee and the Member of
the Nominating Committee and
Compensation Committee and will be
considered independent for the
purpose of Rule 704(8) of the Listing
Manual of the Singapore Exchange
Securities Trading Limited
7. Approve the payment of the Directors Mgmt no action
fees of SGD 86,000 for YE 31 DEC
2003 2002: SGD 86,000
8. Re-appoint Deloitte & Touche as the Mgmt no action
Company s Auditors; and authorize the
Directors to fix their remuneration
9. Authorize the Directors, pursuant to Mgmt no action
Section 161 of the Companies Act,
Chapter 50, to allot and issue shares
up to 10% of issued share capital, to
issue shares in the capital of the
Company at any time upon such terms
and conditions and for such purpose
as the Directors may in their
absolute discretion deem fit provided
always that the aggregate number of
shares to be issued pursuant to this
resolution shall not exceed 10% of
the issued share capital of the
Company for the time being
- -------------------------------------------------------------------------------------------------------
VENTURE CORPORATION LTD Agenda: 700489998
CUSIP: Y9360Y103 Meeting Type: EGM
Ticker: Meeting Date: 4/30/2004 ISIN: SG0531000230
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
2. Authorize the Directors, subject to Mgmt no action
and contingent upon the passing of
Resolution 1 above, to: (a) (i) issue
shares in the capital of the Company
(shares) whether by way of rights,
bonus or otherwise; and/or (ii) make
or grant offers, agreements or
options (collectively, Instruments)
that might or would require shares to
be issued, including but not limited
to the creation and issue of (as well
as adjustments to) warrants,
debentures or other instruments
convertible into shares, at any time
and upon such terms and conditions
and for such purposes and to such
persons as the Directors of the
Company may in their absolute
discretion deem fit; and (b)
(notwithstanding the authority
conferred by this Resolution may have
ceased to be in force) issue shares
in pursuance of any Instrument made
or granted by the Directors of the
Company while this Resolution was in
force, provided that: (1) the
aggregate number of shares to be
issued pursuant to this Resolution
(including shares to be issued in
pursuance of Instruments made or
granted pursuant to this Resolution)
does not exceed 50 per cent. of the
issued share capital of the Company
(as calculated in accordance with
sub-paragraph (2) below), of which
the aggregate number of shares to be
issued other than on a pro rata basis
to shareholders of the Company
(including shares to be issued in
pursuance of Instruments made or
granted pursuant to this Resolution)
does not exceed 20 per cent. of the
issued share capital of the Company
(as calculated in accordance with
sub-paragraph (2) below); (2)
(subject to such manner of
calculation as may be prescribed by
the Singapore Exchange Securities
Trading Limited (SGX-ST)) for the
purpose of determining the aggregate
number of shares that may be issued
under sub-paragraph (1) above, the
percentage of issued share capital
shall be based on the issued share
capital of the Company at the time
this Resolution is passed, after
adjusting for: (i) new shares arising
from the conversion or exercise of
any convertible securities or share
options or vesting of share awards
which are outstanding or subsisting
at the time this Resolution is
passed; and (ii) any subsequent
consolidation or subdivision of
shares; (3) in exercising the
authority conferred by this
Resolution, the Company shall comply
with the provisions of the Listing
Manual of the SGX-ST (unless such
compliance has been waived by the
SGX-ST) and the Articles of
Association for the time being of the
Company; and (4) (unless revoked or
varied by the Company in general
meeting) the authority conferred by
this Resolution shall continue in
force until the conclusion of the
next Annual General Meeting of the
Company or the date by which the next
Annual General Meeting of the
3. Approve that: (a) a new share option Mgmt no action
scheme to be known as the Venture
Corporation Executives Share Option
Scheme (the Scheme), the rules of
which have been submitted to the
Meeting and, for the purpose of
identification, subscribed to by the
Chairman thereof, under which options
(Options) will be granted to
selected employees of the Company
and/or its wholly-owned subsidiaries,
including Directors of the Company
and other selected participants, to
subscribe for shares of SGD 0.25 each
in the capital of the Company (the
Shares), be and is hereby approved;
(b) the Directors of the Company be
and are hereby authorized: (i) to
establish and administer the Scheme;
and (ii) to modify and/or alter the
Scheme from time to time, provided
that such modification and/or
alteration is effected in accordance
with the provisions of the Scheme and
to do all such acts and to enter into
all such transactions and
arrangements as may be necessary or
expedient in order to give full
effect to the Scheme; and (c) the
Directors of the Company be and are
hereby authorized to offer and grant
Options in accordance with the
provisions of the Scheme and to allot
and issue from time to time such
number of Shares as may be required
to be issued pursuant to the exercise
of the Options under the Scheme,
provided that the aggregate number of
Shares to be issued pursuant to the
Scheme shall not exceed 15 percent of
the total issued share capital of the
Company from time to time
S.1 Amend Articles 2, 3, 4, 12, 13, 14, Mgmt no action
17, 26, 28, 30, 37, 49, 50, 54, 69(E)
and (F), 71, 74, 79, 81, 92, 93, 94,
99, 102, 103(A), 116, 119, 121, 127,
129 and the heading ALTERATION OF
ARTICLES before Article 129 of the
Articles of Association of the
Company, and Article 128 of the
Articles of Association of the
Company be and is hereby re-numbered
- -------------------------------------------------------------------------------------------------------
VIA TECHNOLOGIES INC Agenda: 700479303
CUSIP: Y9363G109 Meeting Type: AGM
Ticker: Meeting Date: 6/17/2004 ISIN: TW0002388006
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
As per Trust Association s proxy Non-
voting guidelines, every shareholder Voting
is eligible to be nominated as a
candidate and be elected as a
director or a supervisor, regardless
of being recommended by the Company
and/or by other parties. If you
intend to limit you vote to a
particular candidate, you will need
to contact the candidate and/or the
issuing company to obtain the
candidate s name and ID number. ADP
ICS Global will endeavor to obtain
the names and numbers of nominees and
will update the meeting information
when/if available. Without such
specific information, votes cast on
nominee elections will be deemed as a
no vote. Please communicate any
special nominee voting instructions
1.1 Receive the 2003 business report Mgmt no action
1.2 Receive the Supervisor s review Mgmt no action
1.3 Receive the status of endorsements Mgmt no action
and guarantees
1.4 Approve to report the status of Mgmt no action
investment in Mainland China
1.5 Approve to report the execution Mgmt no action
status of treasury stock
1.6 Approve to report the status of the Mgmt no action
2000 issuance convertible corporate
bond and the usage status of capital
raised from CB issuance
2.1 Acknowledge the 2003 audited Mgmt no action
financial report
2.10 Approve to release the Directors from Mgmt no action
non-competition liability
2.2 Acknowledge the 2003 earnings Mgmt no action
distribution (stock dividend 50
shares per 1,000 shares form capital
surplus with tax free)
2.3 Approve to raise capital by rights Mgmt no action
issue
2.4 Amend the Articles of Incorporation Mgmt no action
2.5 Amend the procedure for loan to Mgmt no action
2.6 Amend the procedure for endorsement Mgmt no action
and guarantee
2.7 Amend the procedure for acquisition Mgmt no action
or disposal of assets
2.8 Amend the procedure for derivatives Mgmt no action
dealing
2.9 Elect the Directors and the Mgmt no action
3. Transact any other business and Other no action
extraordinary motions
- -------------------------------------------------------------------------------------------------------
WOONGJIN.COM CO LTD Agenda: 700466534
CUSIP: Y9694Y100 Meeting Type: AGM
Ticker: Meeting Date: 3/26/2004 ISIN: KR7016880007
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve the financial statement; KRW Mgmt For *
125 per 1 common share
2. Elect the Directors Mgmt For *
3. Elect the Auditors Mgmt For *
4. Approve the remuneration limit for Mgmt Abstain *
the Directors
5. Approve the remuneration limit for Mgmt For *
the Auditors
- -------------------------------------------------------------------------------------------------------
WUMART STORES INC Agenda: 700466762
CUSIP: Y97176104 Meeting Type: AGM
Ticker: Meeting Date: 4/23/2004 ISIN: CN0005900757
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
O.1 Approve the report of the Board of Mgmt no action
Directors Board of the Company for
2003
O.2 Approve the report of the Supervisory Mgmt no action
Committee of the Company for 2003
O.3 Approve the profit distribution Mgmt no action
proposal of the Company for 2003
O.4 Approve the audited financial Mgmt no action
statements and the report of the
Auditors of the Company for 2003
O.5 Appoint Deloitte Touche Tohmatsu CPA Mgmt no action
Ltd. and Deloitte Touche Tohmatsu as
the Company s domestic and
internation Auditors, respectively,
for a term expiring upon the next AGM
and authorize the Board to determine
their remuneration on the basis of
the volume of their work
O.6 Receive and approve the ongoing Mgmt no action
connected transactions and the cap
approved by The Stock Exchange of
Hong Kong Limited Stock Exchange on
10 NOV 2003 where the cap is to be
greater than the higher of HKD
10,000,000 or 3% of the net tangible
assets of the Company and its
subsidiaries, namely the annual cap
of MYR 205,150,000 in relation to the
supply of merchandise to Hebei Wumart
Commerce Company Limited, Beijing
Wumart Pujinda Convenience Stores
Company Limited and Huixin store of
Beijing Wumart Hypermarket Commerce
Company Limited for the YE
S.1 Authorize the Company to issue Mgmt no action
additional H shares representing not
more than 20% of the total number of
the Company s H shares in issue
subject to requisite approvals by the
China Securities Regulatory
Commission, the Stock Exchange and
other competent regulatory
authorities; and authorize the Board
or such representative as the Board
appoint to deal with all matters
relating to the aforesaid issue of
additional H shares by the Company,
including but not limited to the
number of H shares to be issued, the
issue price, the period of issue and
the number of H shares to be issued
to the existing shareholders;
Authority is valid for a period of 12
months; and authorize the Board,
subject to the passing and
implementation of this resolution, to
amend relevant provisions in the
Company Articles of Association
Articles to reflect resulting changes
in the Company s share
S.2 Approve the amendments of the Mgmt no action
Articles, based on their existing
context and in accordance with
Appendix 3 of the Rules governing the
Listing of Securities on the Growth
Enterprise Market of the Stock
Exchange revised and effective from
31 MAR 2004, by amending Article 6,
Article 7, paragraph 5 of Article 69,
paragraph 2 of Article 93 and
paragraph 2 of Article 129
S.3 Approve the provisional resolutions Mgmt no action
proposed in writing to the Company by
any shareholders holding in aggregate
5% or above in the Company s voting
shares
- -------------------------------------------------------------------------------------------------------
YANTAI NORTH ANDRE JUICE CO LTD Agenda: 700488112
CUSIP: Y97409125 Meeting Type: AGM
Ticker: Meeting Date: 5/15/2004 ISIN: CN0006753288
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve the report of the Directors Mgmt For *
for the YE 31 DEC 2003
10. Approve any resolution raised by the Mgmt For *
shareholders having voting rights of
5% or more at the meeting
2. Approve the report of Supervisory Mgmt For *
Committee for the YE 31 DEC 2003
3. Approve the audited accounts and the Mgmt For *
report of the Auditors for the YE 31
DEC 2003
4. Approve the profit distribution plan Mgmt For *
for the YE 31 DEC 2003, and the final
dividend distribution plan for the YE
31 DEC 2003 if any, and authorize
the Board for the distribution of the
final dividends if any to the Company
shareholders
5. Grant authority to fix the Mgmt For *
remuneration of the Directors and the
Supervisors of the Company for the
YE 31 DEC 2004
6. Approve the re-appoint of KPMG and Mgmt For *
KPMG Huazhen as the Auditors for the
YE 31 DEC 2004 and authorize the
Board to fix their remuneration
7.a Appoint Mr. Wu Jian Hui as an Mgmt For *
independent Non-Executive Director
7.b Appoint Mr. Yu Sou Neng as an Mgmt For *
independent Non-Executive Director
8. Amend the Articles 68,85,91 and 138 Mgmt Abstain *
of the Articles of Association of the
Company
S.9.1 Authorize the Directors of the Mgmt For *
Company, in accordance with the
Company Law of the PRC and the GEM
Listing Rules and only if all
necessary approvals from the China
Securities Regulatory Commission and
/or other relevant PRC government
authorities are obtained, to allot,
issue and deal with additional shares
in the capital of the Company and
make or grant offers, agreements and
options, during and after the
relevant period, not exceeding 20% of
the aggregate nominal amount of
issued promoter shares of the Company
and 20% of the aggregate nominal
amount of issued H shares of the
Company, otherwise than pursuant to
the share option scheme; Authority
expires the earlier of the conclusion
of the next AGM or in 12 months
S.9.2 Authorize the Directors, contingent Mgmt For *
on the Board of Directors resolving
to issue shares,: a) to approve,
enter into, procure to enter into and
issuance of all documents and matters
which it deems to be in connection
with the issue of such new shares,
including but not limited to the time
and place for such issue, to make all
necessary applications to the
relevant authorities, to enter into
underwriting agreement; b) to
determine the use of proceeds and to
make necessary filings and
registration with PRC, Hong Kong and
other relevant authorities; c) to
make amendment to the Articles of
Association as it may deem
appropriate for the increase of the
Company s registered capital and to
reflect the new share capital
structure of the Company under the
intended allotment and issue of the
- -------------------------------------------------------------------------------------------------------
YANTAI NORTH ANDRE JUICE CO LTD Agenda: 700460291
CUSIP: Y97409125 Meeting Type: CLS
Ticker: Meeting Date: 3/30/2004 ISIN: CN0006753288
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
O.2 Approve that, contingent on the Mgmt Against *
passing of the Resolution S.1, the
possible placing as a possible major
transaction for the Company within
the meaning of the GEM Listing Rules;
and authorize the Board of Directors
of the Company, to issue new H Shares
pursuant to the specific mandate
granted by the shareholders of the
Company in Resolution S.1, to execute
and do or procure to be executed and
done, all such documents, deeds, and
things as it may deem necessary in
connection with the issue of such new
H Shares including, without
limitations: i) the time and place of
the issue of the new H Shares; ii)
making all necessary applications to
the relevant authorities; iii)
entering into an underwriting
agreement or any other agreement;
iv) determining the issue price per
new H Share; v) amend the Articles of
Association of the Company to
increase the registered share capital
of the Company and to reflect changes
in the share capital of the Company
arising from the issue of such new H
Shares; vi) making all necessary
filings and registrations with the
relevant PRC,
S.1 Authorize the Directors, in Mgmt Against *
accordance with the PRC Company Law
and the Rules Governing the Listing
of Securities on the Growth
Enterprise Market of The Stock
Exchange of Hong Kong Limited GEM
Listing Rules and only if the
necessary approvals from the China
Securities Regulatory Commission
and/or other relevant PRC government
authorities, to allot, issue and deal
with additional H Shares in the share
capital of the Company and to make or
grant offers, agreements and options
during and after the relevant period
and the aggregate number of H Shares
to be issued and allotted whether
pursuant to an option or otherwise
shall not be less than 152,000,000
and not more than 304,000,000 new H
Shares and to issue and allot the new
H Shares under the specific mandate
at a premium or a discount to the
then market price of the H Shares at
the time of such issue and allotment
provided that if the new H Shares are
to be issued and allotted at a
discount, the issue price per new H
Share shall not be more than 20%
discount to the average closing price
of the H Shares as quoted on GEM of
the stock exchange for 10 trading
days immediately prior to the signing
of the relevant placing agreements;
Authority
- -------------------------------------------------------------------------------------------------------
YANTAI NORTH ANDRE JUICE CO LTD Agenda: 700504459
CUSIP: Y97409125 Meeting Type: CLS
Ticker: Meeting Date: 6/2/2004 ISIN: CN0006753288
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
S.1 Authorize the Directors, in Mgmt For *
accordance with the PRC Company Law
and the rules governing the listing
securities of the Growth Enterprise
Market of the Stock Exchange of Hong
Kong Limited GEM Listing Rules, to
allot, issue and deal in additional H
shares in the share capital of the
Company and to make or grant offers,
agreements and options during and
after the relevant period, provided
that the number of H shares to be
issued and allotted shall not less
than 152,000,000 and not more than
304,000,000 new H shares, the issue
price per new H share shall not be
more than 15% discount to the closing
price of the H shares as quoted on
GEM of the Stock Exchange on the date
of signing of the relevant placing
agreements or the average closing
price of the H shares as quoted on
GEM of the Stock Exchange for 10
trading days prior to the signing of
the relevant placing agreements;
Authority expires after 12 months;
and authorize the Board of Directors
to make necessary amendments to the
Articles of Association of the
Company to increase the registered
share capital of the Company and to
reflect changes in the share capital
of the Company arising out of the
- -------------------------------------------------------------------------------------------------------
YANTAI NORTH ANDRE JUICE CO LTD Agenda: 700460289
CUSIP: Y97409125 Meeting Type: SGM
Ticker: Meeting Date: 3/30/2004 ISIN: CN0006753288
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
2. Approve, conditional upon the passing Mgmt Against *
of Resolution S.1 and within the
meaning of the GEM Listing Rules, the
Possible Placing as prescribed; and
authorize the Board of Directors to
issue new H shares pursuant to
Resolution S.1, to execute all such
documents, deeds and things necessary
in connection with the issue of new H
shares; and amend the Article of
Association of the Company with
reference to the issue of new H
shares and making all necessary
filings and registrations with the
relevant PRC, Hong Kong and other
S.1 Authorize the Directors, in Mgmt Against *
accordance with PRC Company Law and
the Rules Governing the Listing of
Securities on the Growth Enterprise
Market of the Stock Exchange of Hong
Kong Limited GEM Listing Rules and
necessary approval from the China
Securities Regulatory Commission,
during the relevant period, to allot,
issue and deal with additional H
shares in the share capital of the
Company and to make or grant offers,
agreements and options subject to a)
the aggregate number of H shares not
less than 152,000,000 and not more
than 304,000,000; and b) at a
discount of not more than 20% to the
average closing price of the H shares
as quoted on GEM of the Stock
Exchange for 10 trading days;
Authority expires the earlier of the
end of 12 month or the revocation of
the authority by a special resolution
of the shareholders of the Company in
a general meeting; and the Directors
may make allotments during the
relevant period which may be
exercised after the relevant period;
and amend the Articles of Association
of the Company with reference to the
issue of new H shares
- -------------------------------------------------------------------------------------------------------
YANTAI NORTH ANDRE JUICE CO LTD Agenda: 700509865
CUSIP: Y97409125 Meeting Type: SGM
Ticker: Meeting Date: 6/2/2004 ISIN: CN0006753288
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
S.1 Authorize the Directors, in Mgmt For *
accordance with the PRC Company Law
and the rules governing the listing
securities of the Growth Enterprise
Market of the Stock Exchange of Hong
Kong Limited GEM Listing Rules, to
allot, issue and deal in additional H
shares in the share capital of the
Company and to make or grant offers,
agreements and options during and
after the relevant period, provided
that the number of H shares to be
issued and allotted shall not less
than 152,000,000 and not more than
304,000,000 new H shares, the issue
price per new H share shall not be
more than 15% discount to the closing
price of the H shares as quoted on
GEM of the Stock Exchange on the date
of signing of the relevant placing
agreements or the average closing
price of the H shares as quoted on
GEM of the Stock Exchange for 10
trading days prior to the signing of
the relevant placing agreements;
Authority expires after 12 months;
and authorize the Board of Directors
to make necessary amendments to the
Articles of Association of the
Company to increase the registered
share capital of the Company and to
reflect changes in the share capital
of the Company arising out of the
- -------------------------------------------------------------------------------------------------------
YANZHOU COAL MINING CO LTD Agenda: 700504548
CUSIP: Y97417102 Meeting Type: AGM
Ticker: Meeting Date: 6/25/2004 ISIN: CN0009131243
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve the working report of the Mgmt For *
Board of Directors of the Company
Board for the YE 31 DEC 2003
10. Transact the written proposals put Other For *
forward at meeting by any
shareholders holding 5% or more of
the shares carrying the right to vote
2. Approve the working report of the Mgmt For *
Supervisory committee of the Company
for the YE 31 DEC 2003
3. Approve the audited financial Mgmt For *
statements of the Company as at and
for the YE 31 DEC 2003
4. Approve the profit distribution plan Mgmt For *
and the final dividend and special
cash dividend distribution plans of
the Company for the YE 31 DEC 2003
and authorize the Board to distribute
such final dividend and special cash
dividend to the shareholder of the
Company
5. Approve to fix the remuneration of Mgmt For *
the Directors and Supervisors of the
Company for the YE 31 DEC 2004
6.1 Appoint Mr. Wang Xin as Director of Mgmt For *
the Company until the conclusion of
the next AGM of the Company
6.2 Appoint Mr. Wang Xinkun as Director Mgmt For *
of the Company until the conclusion
of the next AGM of the Company
6.3 Appoint Mr. Wang Quanxi as Director Mgmt For *
of the Company until the conclusion
of the next AGM of the Company
7. Appoint Deloitte Touche Tohmatsu Mgmt For *
certified public accountants in Hong
Kong and Dolitte Touche Tohmatsu
certified Public Accountants Ltd.
certified public accountants in PRC
excluding Hong Kong as the
Company s international and domestiv
Auditors for the Year 2004, to hold
office until the conclusion of the
next AGM and fix their remuneration
S.8 Amend the Articles of Association of Mgmt For *
the Company and authorize the Board
to do all such things as necessary in
connection with such amendments
S.9 Approve the general mandate to be Mgmt For *
granted to the Board to issue new
shares
- -------------------------------------------------------------------------------------------------------
ZEE TELEFILMS LTD Agenda: 700409976
CUSIP: Y98893152 Meeting Type: AGM
Ticker: Meeting Date: 9/26/2003 ISIN: INE256A01028
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive and adopt the audited profit Mgmt For *
& loss account for the YE 31 MAR
2003, the balance sheet as at that
date and the reports of the Auditors
and the Directors thereon
2. Declare a dividend on the equity Mgmt For *
3. Re-appoint Mr. Nemi Chand Jain as a Mgmt For *
Director, who retires by rotation
4. Re-appoint Mr. B.K. Syngal as a Mgmt For *
Director, who retires by rotation
5. Appoint M/s. M.G.B. & Co. as the Mgmt For *
Auditors of the Company until the
conclusion of the next AGM at a
remuneration fixed by the Board of
Directors of the Company
6. Approve, subject to the provisions of Mgmt For *
Sections 198, 269, 309, Schedule XIII
and other applicable provisions, if
any, of the Companies Act, 1956, the
appointment of Mr. Subhash Chandra as
the Managing Director of the Company,
subject to the superintendence,
control and direction of the Board of
Directors Board, for a period of 3
years effective 29 OCT 2002, at nil
7. Re-appoint Mr. Satya Pal Talwar as a Mgmt For *
Director of the Company, liable to
retire by rotation
S.8 Approve to delist the equity shares Mgmt For *
of the Company from the stock
exchanges at Ahmedabad and Delhi, in
accordance with the applicable
provisions of the Companies Act,
1956, the Securities Contract
Regulation Act, 1956, the Listing
Agreement with stock exchanges and
pursuant to the provisions of the
Securities and Exchange Board of
India (Delisting of Securities)
Guidelines 2003 or any amendment or
modification thereof and subject to
such other approvals, permissions and
sanctions as may be necessary and
such other conditions and
modifications as prescribed or
imposed by any authority while
granting such approvals, permissions
and sanctions, which may be agreed to
by the Board or any
Committee/person(s) authorized by the
Board; and authorize the Board
including such Committee which the
Board may constitute or any
Director/Officer authorized by the
Board to settle all questions
difficulties or doubts that may arise
in this regard and take such
decisions and do all such acts, deeds
and things as may be necessary,
- -------------------------------------------------------------------------------------------------------
ZEE TELEFILMS LTD Agenda: 700466318
CUSIP: Y98893152 Meeting Type: EGM
Ticker: Meeting Date: 3/25/2004 ISIN: INE256A01028
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
S.1 Authorize the Board of Directors Mgmt no action
Board, pursuant to the provisions of
Section 78, 100 and other applicable
provisions, if any, of the Companies
Act, 1956 Act, and Article 42 of the
Articles of Association of the
Company subject to the provisions of
the Listing Agreement of the with the
stock exchanges where the shares of
the Company are listed, provisions of
the Memorandum and Articles of
Association of the Company and
confirmation by the Hon. High Court
of Judicature at Bombay Court and/or
The National Company Law Tribunal
Tribunal and/or any other regulatory
authority as prescribed by the Act,
notwithstanding any understanding
and/or agreement to the contrary, to
utilize the amount of INR 19,207
million out of the balance standing
to the credit of the Securities
Premium Account of the Company SPA as
at 31 DEC 2003 and
accretions/variations thereto during
the period from 01 JAN 2004 to 31 MAR
2004 for setting off the permanent
diminution in the value of the
investments of INR 17,716 in the
equity share capital of Winterheath
Company Limited and Zee Multimedia
Worldwide Limited and INR 1,491
million in the equity share capital
of Siticable Networks Limited, the
wholly owned subsidiaries of the
Company as prescribed; authorize the
Board, to file petition for obtaining
the approval of the Court and the
Tribunal and/or other authorities as
prescribed under the Act, for
adjustments out of the SPA, to
appoint and authorize Advocates or a
firm of Advocates to do all such
things in this behalf and to carry
out such modifications/directions as
may be ordered by the Court and/or
the Tribunal and or any other
regulatory authority and to settle
any questions or doubts that may
arise with regards to the
utilization/adjustments of the SPA;
and authorize the Board to do all
such acts and things as may be
- -------------------------------------------------------------------------------------------------------
ZEE TELEFILMS LTD Agenda: 700456824
CUSIP: Y98893152 Meeting Type: EGM
Ticker: Meeting Date: 3/9/2004 ISIN: INE256A01028
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
S.1 Authorize the of Directors of the Mgmt no action
Company the Board, pursuant to the
provisions of Section 81, 81(1A) and
other applicable provisions if any,
of the Companies Act, 1956 (including
any statutory modification,
amendments or re-enactment thereof
for the time being in force) and in
accordance with the provisions of the
Articles of Association and the
Memorandum of Association of the
Company and such rules, guidelines
and regulations if any, as may be
prescribed by the Securities and
Exchange Board of India (SEBI),
Reserve Bank of India (RBI) and all
other concerned and relevant
authorities to the extent applicable,
from time to time arid subject to
such approvals, consents, permissions
and sanctions of the Government of
India (GOI), SEBI, RBI and all other
appropriate authorities, institutions
or bodies and subject to such
conditions and modifications as may
be prescribed by any of them while
granting such approvals, to create,
issue, offer or allot, in the course
of one or more public or private
offerings in domestic and/or one or
more international markets, equity
shares and/or equity shares through
foreign currency convertible bonds
and/or such other instruments
including debentures convertible into
equity shares at the option of the
Company and/or the holder(s) of such
securities, and/or securities linked
to equity shares and/or securities
with or without detachable/non-
detachable warrants with a right
exercisable by the, warrant-holder to
subscribe for the equity shares
and/or warrants with an option
exercisable by the warrant-holder to
subscribe for equity shares, and/or
any instrument or securities
representing either equity shares
and/or convertible securities linked
to equity shares, convertible
debentures hereinafter collectively
referred to as securities to
investors residents and/or non-
residents and/or strategic investors
and/or non resident individuals
and/or Corporate bodies and/or
foreign Institutional Investors,
mutual funds, Insurance Companies,
pension funds, and/or institutions or
banks and/or incorporated bodies
and/or individuals and/or Trustees or
otherwise, and whether or not such
investors are members of the Company,
through prospectus and/or offer
letter or circular and/or on
private/preferential placement basis
for an aggregate amount of up to USD
100 million or its equivalent
(approximately INR 455 crores at the
current rate of exchange) including
premium, such issue/offer and
allotment to be made at such time or
times, in one or more tranches, at
such price or prices, at a discount,
at par to or at a premium to market
price or prices as in consultation
with the Lead Managers and/or
underwriters and/or other Advisors
and approve that without prejudice to
the generality of the above, the
aforesaid issue/offer of securities
may have all or any terms or
combinations of terms in accordance
with prevalent market practice
including but not limited to terms
and conditions relating to payment of
interest, dividend, premium or
redemption at the option of the
Company and/or holders of any
securities, including terms for
issue/offer of additional equity
shares or variations of the price or
period of conversion of securities
into equity shares or issue/offer of
equity shares during the period of
the securities or terms pertaining to
voting rights or option(s) for early
redemption of securities and
authorize the Board to determine the
form, terms and timing of the
issue(s)/offer(s), including the
class of investors, to whom the
securities are to be allotted, number
of securities to be allotted in each
tranche issue/offer price, face
value, premium amount on
issue/conversion of
securities/exercise of
warrants/redemption of securities,
rate of interest, redemption period,
listings on one or more stock
exchanges in India and/or overseas as
the Board in its absolute discretion
deems fit and to make and accept any
modifications in the proposal as may
be required by the authorities
involved in such issues/offers in
India and/or overseas, to do all
acts, deeds, matters and things as
may be necessary and to settle any
questions or difficulties that may
arise in regard to the
issue(s)/offer(s); and authorize the
Board, in case of any equity linked
issue/offer, to offer, issue/offer
and allot such number of ordinary
shares as may be required to be
issued and allotted upon conversion
of any securities referred to above
or as may be necessary in accordance
with the terms of the issue/offer,
all such shares ranking pari passu
inter se with the then existing
ordinary equity shares of the Company
in all respects, excepting the right
to dividend which may be provided
under the terms of the issue/offer
and in the offer document(s); and
authorize the Board, in terms of
Section 293(1)(a) and other
applicable provisions of the
Companies Act, 1956 and subject to
all necessary approvals to the Board,
to secure if necessary, all or any of
the above mentioned securities to be
issued, by the creation of mortgage
and/or charge on all or any of the
Company s immovable and/or immovable
assets, both present and future; and
authorize any one of the Directors of
the Board to make appointments as may
be required of Managers (including
Lead Managers), Merchant Bankers,
Underwriters, Guarantors, Financial
and or Legal Advisors, Depositories,
custodians, principal
paying/transfer/Conversion
agents/Listing
agents/Registrar,Trustees and all
other agencies, whether in India or
overseas and to enter into and
execute all such arrangement(s)/
agreement(s) with any such Managers
(including Lead Managers)/Merchant
Bankers/Underwriters/Guarantors/Depos
itories/ Custodians/principal
paying/transfer conversion agents,
listing agents, registrars, Trustees
and all such agents as may be
involved or concerned in such
offering of securities and to
remunerate all such agents including
by way commission, brokerage, fees,
expenses incurred in relation to the
issue/offer of securities and other
expenses and approve that the
preliminary as well as the final
offer document for the aforesaid
issue/offer be finalized, approved
and signed singly by any one of the
Directors of the Board with all
authority; and authorize the
Directors to sign, execute and issue
consolidated receipt(s) for the
securities, listing application,
various agreements (including but not
limited to Subscription agreement,
Trustee agreement), undertaking.
deeds, declarations, any applications
to the Government of India (Ministry
of Finance) and/or Reserve Bank of
India and/or other regulatory
authorities and all other documents
and to do all such acts, deeds,
matters and things as the Board may,
in its absolute discretion, deem
necessary or desirable and to settle
any questions, difficulties or doubts
that may arise in regard to the
offering, issue/offer, allotment and
utilization of the issue/ offer
proceeds, including for the purpose
of complying with all the formalities
as may be required in connections
with and incidental to the aforesaid
offering of securities, including for
the post issue/offer formalities and
approve that the Board do open one or
more bank accounts in the name of the
Company in Indian currency or foreign
currency(ies) with such bank or banks
in India and or such foreign
countries as may be required in
connection with the aforesaid
- -------------------------------------------------------------------------------------------------------
ZEE TELEFILMS LTD Agenda: 700394896
CUSIP: Y98893152 Meeting Type: OTH
Ticker: Meeting Date: 8/8/2003 ISIN: INE256A01028
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve the Scheme of Arrangement Mgmt no action
between the Company and the
shareholders of the Company
- -------------------------------------------------------------------------------------------------------
ZHEJIANG EXPRESSWAY CO LTD Agenda: 700473325
CUSIP: Y9891F102 Meeting Type: AGM
Ticker: Meeting Date: 5/21/2004 ISIN: CN0009068411
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve the report of the Directors Mgmt For *
for the year 2003
2. Approve the report of the Supervisory Mgmt For *
Committee for the year 2003
3. Approve the audited financial Mgmt For *
statements for the year 2003
4. Approve the distribution of profits Mgmt For *
for the year 2003
5. Approve the financial budget for the Mgmt For *
year 2004
6. Re-appoint Ernst & Young Hong Kong Mgmt For *
certified Public Accountants and
Zhejiang Pan-China certified Public
Accountants as the international
Auditors and the PRC Auditors of the
Company respectively and authorize
the Board of Directors to fix the
remunerations
S.1 Authorize the Board of Directors of Mgmt Abstain *
the Company: 1) subject to Paragraphs
(2) and (3) below, to exercise during
the relevant period Paragraph (4) all
the powers of the Company to allot,
issue or otherwise deal with, either
separately or concurrently, each of
the existing issued Domestic Shares
Domestic Shares and overseas listed
foreign shares H Shares in the
capital of the Company; 2) subject to
the approval as required under
Paragraph (1) above, to allot or
issue Domestic Shares and H Shares,
either separately or concurrently, of
not more than 20% of each of the
existing issued Domestic Shares and H
Shares in the capital of the Company
as at the date of passing this
resolution; 3) approval as required
in Paragraph (1) above is subject to
the granting of approval from the
China Securities Regulatory
Commission; 4) authority expires the
earlier of the conclusion of the next
AGM or 12 months from the passing of
this resolution; and 5) to make
appropriate amendments to the
relevant Article of the Articles of
Association of the Company after the
completion of the allotment and
issuance as provided in Paragraph (1)
above, to increase the share capital
of the Company and reflect the new
share structure of the Company and to
complete the related registration
formalities with the relevant
S.2 Authorize the Board of Directors of Mgmt For *
the Company to amend the Articles of
Association of the Company; and
authorize the Board to modify the
wordings of the amendments as
appropriate and to do all such things
as necessary in respect of the
amendments pursuant to the
requirements if any of the relevant
PRC authorities or under the rules of
any stock exchange on which any
securities of the Company are listed:
1) amend Sub-Paragraph (1) of Article
40; 2) by inserting new Article 48A
after the existing Article 48 and
before the existing Article 49; 3)
amend the first Paragraph of Article
70; 4) by inserting new Article 81A
after the existing Article 81 and
before the existing Article 82; 5)
amend the second Paragraph of Article
91; 6) amend the second and third
Paragraphs of Article 126; 7) amend
Article 127; and 8) amend and replace
the
- -------------------------------------------------------------------------------------------------------
ZHEJIANG EXPRESSWAY CO LTD Agenda: 700404609
CUSIP: Y9891F102 Meeting Type: EGM
Ticker: Meeting Date: 10/9/2003 ISIN: CN0009068411
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve the proposed interim dividend Mgmt For *
of the Company for the 6 months
ended 30 JUN 2003
- -------------------------------------------------------------------------------------------------------
ZHEJIANG GLASS CO LTD Agenda: 700511719
CUSIP: Y9891S104 Meeting Type: AGM
Ticker: Meeting Date: 6/18/2004 ISIN: CN0008117516
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve the report of the Board of Mgmt For *
Directors for the YE 31 DEC 2003
12. Transact any other business Other For *
2. Approve the report of the Supervisory Mgmt For *
Board for the YE 31 DEC 2003
3. Approve the financial report of the Mgmt For *
Company for the YE 31 DEC 2003
audited by the Company s
International Auditors,
PricewaterhouseCoopers, Hong Kong,
Certified Public Accountants, in
accordance with the accounting
principles generally accepted in Hong
4. Approve the financial report of the Mgmt For *
Company for the YE 31 DEC 2003
audited by the Company s Domestic
Auditors, PricewaterhouseCoopers,
Zhong Tian CPAs Limited Company in
accordance with the accounting
principles generally accepted in PRC
5i.a Appoint Mr. Feng Guangcheng as a Mgmt For *
Executive Director
5i.b Appoint Mr. Feng Liwen as a Executive Mgmt For *
Director
5i.c Appoint Mr. Feng Luwen as a Executive Mgmt For *
Director
5i.d Appoint Mr. Xu Haichao as a Executive Mgmt For *
Director
5i.e Appoint Mr. Xu Yujuan as a Executive Mgmt For *
Director
5ii.a Appoint Mr. Di Xiaofeng as a Non- Mgmt For *
executive Director
5ii.b Appoint Mr. Liu Jianguo as a Non- Mgmt For *
executive Director
5ii.c Appoint Mr. Shi Guodong as a Non- Mgmt For *
executive Director
5ii.d Appoint Mr. Zhang Yingsheng as a Non- Mgmt For *
executive Director
5iiia Appoint Dr Li Jun as a Independent Mgmt For *
non-executive Director
5iiib Appoint Mr. Wang Herong as a Mgmt For *
Independent non-executive Director
5iiic Appoint Mr. Wang Yanmou as a Mgmt For *
Independent non-executive Director
6.a Appoint Mr. Chen Baijin as a Mgmt For *
Supervisor of the second session of
the Supervisory Committee of the
Company with respective terms of
three years
6.b Appoint Mr. Fu Guohua as a Supervisor Mgmt For *
of the second session of the
Supervisory Committee of the Company
with respective terms of three years
6.c Appoint Mr. Lou Zhenrong as a Mgmt For *
Supervisor of the second session of
the Supervisory Committee of the
Company with respective terms of
three years
6.d Appoint Mr. Ni Dioxin as a Supervisor Mgmt For *
of the second session of the
Supervisory Committee of the Company
with respective terms of three years
6.e Appoint Mr. Xu Yuxiang as a Mgmt For *
Supervisor of the second session of
the Supervisory Committee of the
Company with respective terms of
6.f Appoint Mr. Zhang Guoqing as a Mgmt For *
Supervisor of the second session of
the Supervisory Committee of the
Company with respective terms of
three years
7. Approve the remuneration of the Mgmt For *
Directors and the Supervisors for the
YE 31 DEC 2004 and authorize the
Board of Directors to fix their
remuneration, any one of the
Directors of the Company to sign and
deliver to the relevant Director or
Supervisor his service agreement on
the condition that such a Director
shall not be authorized to sign and
deliver his own service agreement
8. Approve the profit appropriation plan Mgmt For *
of the Company for the YE 31 DEC 2003
including: i) the allocation of 10%
of the Company s after tax profits
for the YE 31 DEC 2003 to the
statutory capital reserve fund; ii)
allocation of 10% of the Company s
after tax profits for the YE 31 DEC
2003 to the statutory public welfare
fund; and iii) the distribution of
RMB 0.0948 per share as dividend to
the shareholders whose names appear
on the register of members of the
Company on 18 JUN 2004
9. Re-appoint PricewaterhouseCoopers, Mgmt For *
Hong Kong and PricewaterhouseCoopers,
Zhong Tian CPAs Limited Company as
the Company s International Auditors
and the Domestic Auditors
respectively for the YE 31 DEC 2004
and authorize the Board of Directors
to fix their remuneration
S.10 Amend the Articles of Association by: Mgmt For *
a) adding new paragraph in the
Article 53; b) deleting the Article
94; c) deleting the second paragraph
in the Article 95; d) adding new
paragraph in the Article 132
S.11 Authorize the Directors, subject to Mgmt For *
all applicable laws, rules and
regulations and/or requirements of
the governmental or regulatory body
of securities in the People s
Republic of China PRC, The Stock
Exchange of Hong Kong Limited Stock
Exchange to allot, issue and deal
with overseas listed foreign shares
H shares or any other governmental
or regulatory body and make or grant
offers, agreements and options during
and after the relevant period, not
exceeding 20% of the aggregate
nominal amount of the H shares in the
issue of the Company; Authority
expires at the conclusion of the next
</Table>
*Management position unknown
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
(Registrant) SMALLCAP WORLD FUND, INC
By (Signature) /S/ Gordon Crawford
--------------------------------------------
Name Gordon Crawford
Title Chairman and Principal Executive Officer
Date 08-27-2004